Management of Södra
Each member of Södra has one vote, irrespective of the level of capital contributed or the size of the forest estate. The opportunity for individual influence is greatest at the local level. At other meetings, such as the AGM, matters are carried by elected representatives.
The membership base consists of 51,000 forest owners from southern Sweden organised in 31 forestry districts, each of which has a district council (two in Bohus-Dal).
A member is entitled to vote at the annual meeting of his or hers forestry district. Members can raise issues at the annual meeting by registering them in advance. Following discussion, issues may be forwarded to the Board or the AGM.
The forestry district is run by a district council that consists of members selected by the annual meeting. The district councils are responsible for various local activities and for monitoring business policy issues on a local basis. At the annual meeting, the district council makes a report of the previous year’s operations and presents an operating plan for the current year. Members of the district council play a key role in the dialogue with individual members.
Delegates to the AGM
The AGM is Södra’s highest decision-making body. Delegates to the AGM are elected at the annual meetings of the forestry districts. Each delegate has one vote. Board members and alternates, the President and CEO, members of the Administrative Council and the auditors are entitled to participate in the discussions and make proposals but not to vote. The AGM ratifies the annual accounts and profit dividend and appoints members to the Board and appoints auditors.
Board of Directors
The main role of the Board is to focus on long-term and strategic issues affecting Södra and its members. The Board largely controls the Company’s operations by determining strategic direction, issuing guidelines and adopting strategy plans, financial objectives and setting the scope of investments.
The Board annually reviews its formal work plan, which governs aspects such as the Board’s overall duties and methods and the allocation of responsibility between the Board and operative management.
An Audit and Accounting Committee, a Fees and Benefits Committee, and a Finance Committee are responsible for preparing certain issues prior to board meetings.
The Board has 14 ordinary members and three alternates. Ten of the board members are elected by the AGM and three are employee representatives. The Board also includes the President and CEO.
The Administrative Council consists of the chairs of the district councils and is an advisory organ to the Board and AGM. The Council’s role is to ensure Södra’s strategic objectives and decisions have strong member backing. It prepares statements on matters to be raised at the AGM, or which have been referred to the Council by the Board and/or the AGM. It also prepares the AGM’s election of the Nomination Committee.
The Council is also an important forum for dealing with business policy issues. Its responsibility and work methods are described in a specific document.
In addition to proposals to the AGM regarding board members, auditors and Södra representatives to the meeting of the National Board of the Federation of Swedish Farmers (LRF), the Nomination Committee proposes fees for board members and members of the Administrative Council as well as fees for AGM delegates and auditors.
The following people were appointed to the Nomination Committee at the 2009 AGM:
Zeth Bergström, Bodafors,
Örjan Christiansson, Ankarsrum,
Stig Lennartsson, Väckelsång,
Karl-Åke Lagerqvist, Svenljunga (convener),
Håkan Landenmark, Mariestad,
Lotte Melin, Osby,
Mari Sander, Eksjö.
The Auditors’ overall duty is to examine the annual financial statements, consolidated financial statements and accounting as well as the administration by the Board and the CEO. The audit includes an estimate of the risk of errors occurring of such magnitude they could significantly affect the Company’s reported result and financial position, and thus the question of discharge of liability regarding the administration.
The duties and responsibilities of member representative auditors, in addition to that covered by legislation, are governed by an instruction on the division of work and information exchange between the member representative auditors and professional auditors.
Group Senior Management
Group Senior Management consists of the President and CEO, business area presidents and staff directors. The CEO’s secretary is also secretary of the Group Senior Management.
The CEO is responsible for the ongoing management of the business in accordance with Board guidelines and instructions. The CEO is chairman of business area boards.
Meeting description – number and issues
The number of meetings varies. Each district council determines the number of ordinary meetings in its operations planning.
Issues relate to financial and social activities that affect the general interest of members in ownership and management of the forest estates.
The Council held four ordinary meetings during the year. The agenda for the meetings includes a presentation of the business situation and current matters relating to economic policy.
During the first meeting of the year, matters are normally raised prior to the meetings of the forestry districts. The meeting prior to the AGM focuses on matters to be taken up at the AGM. At the first council meeting in autumn, the focus is on issues related to the wood market.
Board of Directors
The Board held one statutory and five ordinary meetings during the year. Additional telephone meetings have also been held.
At the statutory meeting following the AGM a decision was made regarding the allocation of the board fee approved by the AGM. The Chairman and Vice Chairman of the Board were also appointed.
The February meeting includes a review and evaluation of the previous year.
At a two-day meeting in June, strategic issues for the business areas and the Group are discussed, along with work procedures for the Board and important issues for the upcoming year.
The autumn meeting focuses largely on R&D and/or environmental issues.
At the December meeting, the budget is discussed along with objectives and Group policies.
Employee issues are taken up as a specific item at each board meeting.
Group Senior Management
The Group Senior Management normally meets once per month and has at least one multi-day meeting per year with focus on long-term and strategic issues.
Key current issues are taken up at the meetings. Finance, market and employee matters are recurring agenda items.