According to the Articles of Association, Axfood’s Board shall consist of a minimum of three and maximum of ten directors elected by a general meeting of shareholders with a maximum of two deputy directors. Election of directors takes place yearly at the AGM. The Articles of Association do not contain any other stipulations on the appointment or dismissal of directors.

The Board is responsible for ensuring that the Company’s organisation is suited for its purpose and that operations are conducted in accordance with the Articles of Association, the Swedish Companies Act and other applicable laws and regulations.

The Board shall conduct its Board work jointly under the direction of the Chairman. Each year, the Board adopts its rules of procedure, which clarify the Board’s work and regulate the Board’s and directors’ internal division of duties and the decision-making process within the Board. The rules of procedure also regulate the Board’s meeting schedule, notices, agendas and minutes of Board meetings, and the Board’s work with accounting, auditing and remuneration matters. In addition, the rules of procedure stipulate how the Board is to be provided with information and documentation as a basis for its work so as to be able to make wellgrounded decisions.

A statutory meeting is held immediately after the AGM. Thereafter, the Board is to hold at least four meetings per calendar year. Each of the regular Board meetings follows a set agenda that is stipulated in the Board’s rules of procedure and includes such items as the President and CEO’s report, financial reports, investments and strategic matters. Prior to Board meetings, the directors are provided with written material on the items of business to be addressed.

The Board also adopts annual instructions for the President and CEO.

Composition of the Board of Directors

Since the 2023 AGM, Axfood’s Board has been composed of seven AGM elected directors with no deputy directors. In addition, three directors and three deputy directors are appointed by the employees. Each of the directors has important competencies and experience for Axfood that amply cover the areas considered to be important for the Company. Of the AGMelected directors, three are women. The Board’s members have a breadth and depth of experience in relevant areas.

The President and CEO is not a director, but participates at Board meetings in a reporting role, as do the CFO and the General Counsel, who also serves as secretary to the Board.

Directors’ independence

According to the Code, a majority of directors elected by a general meeting of shareholders shall be independent in relation to the company and its executive management. At least two of these shall also be independent in relation to the company’s major shareholders.

All of Axfood’s AGM-elected directors have been determined to be independent in relation to the Company and the Executive Committee. Three of the directors – Fabian Bengtsson, Christian Luiga, and Peter Ruzicka – have been determined to have met the requirement for independence in relation to the major shareholders throughout all of 2023. Three directors have been determined as being non-independent in relation to the Company’s major shareholders throughout the entire 2023. Mia Brunell Livfors was President and CEO of Axfood’s largest shareholder, Axel Johnson, up to and including 7 September 2023 and was succeeded by Thomas Ekman. In addition, Sara Öhrvall had an advisory role with Axel Johnson until September 2023, and Caroline Berg is Chairman of the Board of Axel Johnson.

The Board's work

Standing agenda items at regular Board meetings include a status report from the President and CEO, a follow-up of the Company’s earnings performance, the market situation, sustainability issues, and matters concerning investments and establishments. The Remuneration and Audit Committees submit reports from their meetings at the following Board meeting, and interim reports are addressed quarterly.

For information about the Board's work in 2023, see the Corporate Governance report in the 2023 Annual and Sustainability report.

The Board has chosen to appoint a Compensation Committee to deal with compensation matters more in-depth. An Audit Committee has also been established.