The Board of Directors is the second-highest decision-making body of the Company after the general meeting and the highest executive body of the Company. The duties of the Board of Directors are set forth in the Swedish Companies Act, the Company’s Articles of Association and the Code.

The duties of the Board of Directors are in addition thereto regulated by the Swedish Banking and Financing Act. Further, the work of the Board of Directors is guided by the rules of procedures of the Board of Directors, which the Board of Directors adopts every year. The rules of procedures govern the division of work and responsibility among the Board of Directors, its Chairman and the Chief Executive Officer. The Board of Directors also adopts instructions for the Board committees and the Chief Executive Officer.

The Board of Directors is responsible for the Company’s organisation and the management of the Company’s affairs. The Board of Directors shall, on a continuous basis, assess the Company’s and the Group’s financial position and ensure that the Company’s organisation is designed in a manner that ensures that the accounts, the management of funds and the Company’s other financial conditions are controlled in a prudent manner.

The Board of Directors is responsible for assessing the Company’s risk-taking and has established rules for the decision-making, financial reporting and financing. Guidelines are also available for work in other areas, e.g., work environment, ethics, quality of information, personnel, IT and security monitoring as well as communications. The Board of Directors’ duties include, among other things, to establish goals and strategies for the Company’s operations, ensure that there are proper internal controls for the organisation and the Company’s operations, establish internal rules on risk management and risk control and regularly monitor compliance, ensure there is an audit function, and monitor the Company’s financial position. Furthermore, it is the task of the Board of Directors’ to appoint the Chief Executive Officer, adopt instructions covering the duties of the Chief Executive Officer, and monitor the work of the Chief Executive Officer.

The chairman of the Board of Directors shall ensure that the Board of Directors’ work is conducted efficiently and that the Board of Directors fulfils its obligations. The chairman is also responsible for ensuring that the Board of Directors receives satisfactory information and supporting documentation for its work and that the Board of Directors evaluates its work each year.