Board of directors

The Board shall consist of not fewer than five and not more than ten members, elected by the Annual General Meeting. The employees are represented on the Board. The Board Members are elected for a period of one year.

NOMINATION ACTIVITIES

The Annual General Meeting elects a Nomination Committee, which nominates candidates to the Annual General Meeting for election as Board members, proposes the fees to be paid to Board members and nominates auditors and the fees to be paid to them.

BOARD DUTIES

In 2009, NCC’s Board held six scheduled meetings, one unscheduled meeting and the statutory meeting held directly after the Annual General Meeting, making a total of eight meetings. The Board’s work focuses primarily on strategic issues, business plans, the financial accounts and major investments and divestments, plus other decisions that, in accordance with NCC’s decision-making procedures, have to be addressed by the Board. Reporting on the progress of the Company’s operations and financial position was a standing item on the agenda. The Board has established operating procedures for its work and instructions for the division of duties between the Board and the CEO, as well as for financial reporting to the Board. The Board made several worksite visits in connection with Board meetings. Other senior executives within NCC participated in Board meetings in order to present matters. NCC’s senior legal counsel was secretary of the Board.

On several occasions, the Board has evaluated the matter of establishing committees to deal with remuneration and audit-related issues. The Board has decided not to establish such committees and instead to address remuneration and audit-related issues within the framework of ordinary Board work (also see the section entitled “Work involving audit, financial reporting and internal control".

CHAIRMAN OF THE BOARD

The Chairman of the Board directs the work conducted by the Board and maintains regular contact with the CEO, in order to continuously monitor the Group’s operations and development. The Chairman represents the Company in ownership matters.

WORK INVOLVING AUDIT, FINANCIAL REPORTING AND INTERNAL CONTROL

According to the Swedish Code of Corporate Governance, the Board must document and disclose information about the manner in which the Board assures the quality of financial reporting and communicates with the Company’s auditors. This information is contained in the “Board report on internal controls pertaining to financial reporting for the 2009 fiscal year”.

The CEO is responsible for ensuring that the Board receives continuous reports and information of such a quality that the Board is able to make well-founded assessments. Business and financial reports are presented at each scheduled Board Meeting. Quarterly and year-end reports constitute the Company’s fundamental financial reporting, which is supplemented by business unit information from NCC’s internal reporting system. Each scheduled Board Meeting also addresses matters of material significance in terms of principle or major financial importance.

According to the Swedish Companies Act, the Board must establish an audit committee. If, as in the case at NCC, the Board considers it more appropriate, the entire Board of Directors may fulfill the duties of an audit committee in cases when an independent member possesses auditing expertise. The fact that the Board is relatively small facilitates its work. The Board meets the auditors twice a year, including one occasion without the presence of executive management. In addition, the Chairman of the Board has direct contact with the auditors on a number of occasions during the year.

The Board of Directors is evaluated within the framework of the Nomination Committee’s work. In addition, the Board performs an annual evaluation of its work and the format for performing Board work, which also constitutes part of the Nomination Committee’s evaluation. For the purpose of examining the Company’s Annual Report, consolidated financial statements, accounting records and the Company’s management by the Board of Directors and President, the Annual General Meeting appoints a maximum of three Authorized Public Accountants, with a maximum of three deputies. A registered firm of accountants may also be appointed auditor of the Company.

The Nomination Committee evaluates the audit work and nominates auditors. Auditors are appointed for a period of four years. Since April 8, 2008 and until the close of the Annual General Meeting in 2012, the registered firm of accountants PricewaterhouseCoopers AB will serve as NCC’s auditors. Authorized Public Accountant Håkan Malmström has been elected PricewaterhouseCoopers AB’s auditor-in-charge

BOARD REMUNERATION

The Nomination Committee proposes the fees to be paid to the Board of Directors. The Annual General Meeting on April 14, 2010 resolved that the director fees for Board work in 2010 would total SEK 2,450,000 to be distributed in an unchnged amount among the Board Members elected by the Annual General Meeting. The Chairman received SEK 575,000 and the five other Board Members received SEK 375,000 each. The employee representatives do not receive director fees.