Report on Board activities during 2006

According to the work plan, the Board holds at least six regular meetings per year with certain fixed items on the agenda.

The February meeting deals with discussion of the annual accounts, the proposed dividend, appropriations, the draft annual report with administration report, the year-end report and the coming AGM.

The April meeting, preferably held in connection with the AGM, deals with approval of the interim report for January-March. The statutory meeting is held immediately following the AGM and deals with matters such as election of the Deputy Chairman, decision regard authorisation to sign for the company, election of the remuneration committee and audit committee, as well as review and adoption of the instructions issued by the Board.

A meeting is held in June if needed.

The August meeting deals with approval of the interim report for January-June. By this meeting at the latest, a decision is made regarding the time and place of the coming year’s AGM, the dates and times for the coming year’s regular Board meetings and the publication dates for the coming year’s financial reports to the market.

The October meeting deals with approval of the interim report for January-September.

At the December meeting the Board reviews and approves the earnings and investment budgets for the coming year.

At the regular meetings, the Board also discusses the activities and financial results of the company and the subsidiaries, as well as other pertinent projects and matters. Extra meetings may be held in addition to the scheduled meetings and, in urgent cases, also by telephone. During the 2006 calendar year, and aside from the statutory meeting, the Board held six scheduled meetings. At these meetings the Board has dealt with the fixed items on the agenda of each Board meeting, such as the business and market situation, financial reporting, liquidity, investments and budgetary matters. In addition, overall strategic matters have been analysed with regard to the company’s business focus, external factors and growth opportunities. At the regular Board meeting in December, a decision was made to close down Cloetta Fazer’s sales organisation in Poland.

Aside from the regular Board meetings, five extra meetings were held to discuss matters related to the notice to attend the AGM as well as recruitment and appointment of a new Managing Director and CEO for the Group.


© Cloetta Fazer AB 2007