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

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.

WORK OF THE BOARD OF DIRECTORS IN 2011

In 2011, NCC’s Board held six scheduled meetings and the statutory meeting held directly after the AGM. The Board’s work focuses primarily on strategic issues, the adoption and follow-up of operational goals, business plans, the fi nancial 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 fi nancial 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 fi nancial reporting to the Board. The Board made a number of 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 theBoard.

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. The Chairman of the Board is a co-opted member of theNomination Committee but has no voting right.

EVALUATION OF THE BOARD OF DIRECTORS AND AUDITORS

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. The Board also assists the Nomination Committee in evaluating the work of the auditors.

Internal control

The Board has overall responsibility for the internal control of fi nancial reporting. Each year, the Board establishes rules of procedure for the Board’s work and an instruction concerning the division of work between the Board and the Chief Executive Officer. According to this instruction, the President and CEO is responsible for the internal control and for contributing to an efficient control environment. According to the Companies Act, the Board is obligated to establish an Audit Committee. If the Board finds it more appropriate, the entire Board of Directors may fulfill the duties of the Audit Committee, the method applied in NCC’s case, since three independent Board members have accounting competencies.The fact that the Board is relatively small also facilitates this work. Read more about internal control in the Board of Directors´report on internal control.

Board Remuneration

The Nomination Committee proposes the fees to be paid to the Board of Directors. The Annual General Meeting on April 13, 2011 resolved that the director fees for Board work in 2011 would total SEK 2,775,000 to be distributed among the Board Members elected by the Annual General Meeting. The Chairman received SEK 650,000 and the five other Board Members received SEK 425,000 each. The employee representatives do not receive director fees.