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The Board’s duties

The board is ultimately accountable for the Company’s organization and management of the Company’s operations, which should be carried out in the best interests of the Company and all of its shareholders. The board’s main duties include the management of strategic issues related to the business, financing, establishments, growth, results and financial position, and continuously assessing the Company’s financial situation. The board is also to ensure that effective systems are in place for monitoring and controlling the Company’s operations and that the information disclosed by the Company is characterized by openness, and is accurate, relevant and reliable.

According to Q-linea’s articles of association, the board is to consist of not less than three and not more than ten directors, with no deputy directors. The directors are normally elected annually at the annual general meeting for the period until the end of the next annual general meeting, but additional directors may also be elected during the year at an extraordinary general meeting.

Under the Code, a majority of directors must be independent from the Company and its management. At least two of the directors who are independent from the Company and its management must also be independent from the Company’s major shareholders. In addition, a maximum of one director may be involved in the Company’s management or the management of the Company’s subsidiaries.

The board considers Karin Fischer, Hans Johansson, Finn Sander Albrechtsen and Mario Gualano to be independent from the Company, its management and major shareholders. The board’s composition therefore meets the Code’s independence requirements.

The chairperson of the board is responsible for leading the board’s work and for ensuring that it is carried out efficiently and that the board fulfils its obligations and commitments. Through contact with the president, the chairperson shall receive regular updates of the information required to follow the Company’s position, financial planning and development. In addition, the chairperson is to consult with the president in regard to strategic issues and ensure that the board’s decisions are implemented effectively.

The chairperson is responsible for contact with the shareholders in regard to ownership matters and for conveying the views of the shareholders to the board.

The general meeting elects the chairperson of the board.