Rules of procedure for the Chief Executive Officer of Beijer Electronics AB (publ)

These Rules of Procedure were adopted by the Board of Directors on April 27, 2017 and come into force with immediate effect.

  1. Responsibilities
  2. Duties
  3. Reporting
  4. Disqualification
  5. Confidentiality and Communication
  6. Other
     

1.  Responsibilities

The Chief Executive Officer shall support ongoing administration in accordance with the Board of Directors’ guidelines and instructions, and in accordance with the budget approved by the Board of Directors. Accordingly, the Chief Executive Officer is responsible for managing operations and supervision of staff.  In addition, the Chief Executive Officer is responsible for the group’s accounting being conducted in accordance with law and that management of its funds is satisfactory.

The Chief Executive Officer shall ensure that the Board of Directors receives the impartial, complete and relevant supporting information required, before and between Board meetings, for the Board to be able to take well-founded decisions. The Board of Directors shall be kept informed on the progress of the company’s operations between Board meetings.

The Chief Executive Officer is responsible for ongoing operations and development of the company’s business, and is entitled and obliged, to take the required actions. However, regardless of whether they are considered to be included in ongoing operations or not—the Chief Executive Officer shall not take the following actions until expressly authorized by the Board of Directors:

  1. Investments, arranging loans, entering payment obligations or pledging security for amounts exceeding SEK five (5) million, regardless of whether such investment is funded via repayment, lease arrangement or other method.
  2. Starting up, closing down, purchasing/selling divisions, business lines, companies and/or real estate regardless of amount.
  3. Initiating legal proceedings or arbitration procedures.
  4. Overarching organizational changes such as determining areas of responsibility and remuneration terms (including termination of employment) of senior managers that report directly to the Chief Executive Officer (grandparent principle).

  
The Chief Executive Officer is responsible for taking actions to ensure that operations are conducted in accordance with applicable legislation, and other regulations relevant to operations.

The Chief Executive Officer represents the company to third parties in accordance with what is stated in chapter 8 section 29 of the Swedish Companies Act. In addition, the Chief Executive Officer may be entitled to represent the company in accordance with special authorization of the Board of Directors.

If a situation arises when it is not possible to await the decision of the Board of Directors without significant disadvantage for the company’s operations, the Chief Executive Officer may take such measure or decision lying outside ongoing administration. The Chief Executive Officer shall inform the Board of Directors of such decision or action as soon as possible.

The Chief Executive Officer’s areas of responsibility also include group companies. These Rules of Procedure, and the regulations of the Rules of Procedure of the Board of Directors, shall also, where appropriate, apply to group companies.
  

2.  Duties

The Chief Executive Officer’s duties shall include

  1. Conducting operations in accordance with applicable laws and ordinances and other regulations applicable to operations
  2. Prepare proposals for overall group organizational plans
  3. Prepare proposals for long-term business plans and yearly budgets for the group to be presented to the Board of Directors
  4. Continuously monitor compliance with business plans and budgets
  5. Attend the c ompany’s shareholders’ meetings

   
The Chief Executive Officer is responsible for the group’s operations being continuously monitored and controlled, with implications including:

  1. Continuously monitoring and reviewing progress of the group’s income statement and balance sheet
  2. Continuously monitor and review progress of the group’s risk level
  3. Ensure t hat compliance with the group’s internal governance and control instructions are continuously monitored
  4. Continuously monitor the group’s business performance
  5. Continuously monitor the group’s internal administration work
  6. Ensure that necessary Rules of Procedure for Boards of Directors and Chief Executive Officers are in place in subsidiaries and that these are complied with.  
      

3.  Reporting Obligation   

Internal Reporting

The Chief Executive Officer is responsible for continuously informing the Board of Directors of the group’s financial position and progress. Such reporting shall be presented at each Board meeting, and in tandem with events that are significant to the group. In addition, at each Board meeting, the Chief Executive Officer shall report on significant business events and particularly (i) important changes on the customer and supplier side, (ii) significant events in product development and product quality and (iii) important changes on the human resources side.

Reporting shall be through written and oral information. Written information shall be sent to Board meetings before Board meetings in accordance with the rules of procedure for the Board of Directors.

In addition, the Chief Executive Officer shall continuously inform the Board of Directors regarding the progress of operations, and significant business events of the group. Reporting not made at Board meetings s hall primarily be to the Chairman of the Board.

External Reporting

The Chief Executive Officer is responsible for fulfilling the group’s external reporting and communication obligations in accordance with applicable regulations.   
  

4.  Disqualification

The Chief Executive Officer is not permitted to deal with issues that relate to

  1. agreements between the Chief Executive Officer and companies in the Beijer Electronics group
  2. agreements between the company and third party, if the Chief Executive Officer in question has a significant interest that may conflict with the company’s, or
  3. agreements between the company and a legal entity that the Chief Executive Officer, either alone or jointly with another party, may represent. However, this prohibition does not apply to the company unless the company’s counterparty is a company in the Beijer Electronics group.  
      

The Chief Executive Officer is responsible for reporting all events where disqualification may apply to the Board of Directors.

Agreement also means legal proceedings or other lawsuit.   
  

5.  Confidentiality and Communication

The Chief Executive Officer is reminded of his obligation of loyalty to the company and the group and shall observe discretion in all the company’s or group’s business affairs. The division of responsibility regarding external reporting is formalized in the Rules of Procedure for the Board of Directors.

The Chief Executive Officer is responsible for informing the other members of the Board of Directors on potential information submitted to the company by press releases and/or general information to members in advance.   

6.  Other

The Chief Executive Officer shall submit significant assignments outside the company for decision by the Board of Directors.