Reserved matters and delegation of authority
The Board maintains and regularly reviews a full list of matters and decisions that are reserved to, and can only be approved by, the Board. These include the appointment, termination and remuneration of any Director; the annual budget; any item of fixed capital expenditure or any proposal for the acquisition or disposal of an investment or business which exceeds $150 million; raising of capital or loans by the Company (subject to certain exceptions); any guarantee in respect of any borrowing of the Company; and allotting shares of the Company. The matters that have not been expressly reserved to the Board are either delegated by the Board to its committees or to the CEO.
The CEO is responsible to the Board for the management, development and performance of the Group's business in relation to those matters in respect of which he has been delegated authority from the Board. In exercising his authority, the CEO acts with the primary aim of enhancing long-term shareholder value and within the framework of the Group's policies and routine reporting requirements.
Although the CEO retains full responsibility for the authority delegated to him by the Board, the CEO has established and chairs the SET (pictured in the Senior Executive Team at 31 December section), which is the vehicle through which he exercises certain of that authority in respect of the Group's business. The SET normally meets once a month to consider and decide major business issues. Typically, it also reviews, in advance of submission to the Board, those matters that are to be submitted to the Board for review and decision.
In November, Jan Lundberg, Executive Vice-President, Discovery Research resigned to take up a position at another company. He left the Company on 31 December. On 13 November, Christer Köhler was appointed Interim Executive Vice-President, Discovery Research.
Bruno Angelici completed his role as Executive Vice-President, International Sales and Marketing Organisation on 31 December and will leave the Company in 2010 after nine years' service as a member of the SET and 20 years with the Company in total. With effect from 1 January 2010, Tony Zook was appointed to the newly-created role of Executive Vice-President, Commercial Operations. In this role, he will have responsibility for worldwide sales and marketing activities.
The roles of the Board, the Board's committees, the Chairman, the CEO and the SET are documented, as are the Board's delegated authorities and reserved powers, the means of operation of the business and the roles of corporate functions.
