Board of Directors

The Board of Directors is the Company’s highest administrative body below the AGM. The Board of Directors is charged with the organization of the Company and management of the Company’s affairs, ensuring that the Company’s organization is structured such that accounting, asset management and the Company’s financial affairs otherwise are supervised in a satisfactory manner and with assessing the Company’s financial situation on an ongoing basis. 

The work of the Board follows written rules of procedure to ensure that the Board obtains information on all issues, and that all aspects of the Company’s activities relating to the Board are addressed. The Board has also established a number of general policies for the Company’s activities. They include the Company’s Code of Conduct, which summarizes the Company’s responsibilities, values and goals.

The Board’s work follows an annual cycle in order for it to optimally accomplish its tasks.

• At the beginning of the year, the Board considers the year-end report and the annual report, as well as matters to be submitted to the AGM.
• At the end of the year, the Board considers the business plan for the year ahead.
• Every quarter, the Board reviews the Group’s earnings, and interim reports are approved for publication.
• An inaugurating Board meeting is held in connection with the AGM at which members of the Board’s committees are appointed and the Board decides on matters such as the right to sign on behalf of the Company.
• At least once a year, the Board has a meeting primarily dedicated to strategy issues, and the execution of the key strategic initiatives is subsequently followed up during the year.

Billerud has procedures for assessing the work of the Chairman and members of the Board each year. The assessment serves as input for an action plan for improvements and as background to the Nomination Committee’s work as they assemble a Board.

The Board held 11 meetings in 2024, including the inaugurating meeting. For information on attendance at these meetings, see the table below. Before each meeting, Board members received an approved meeting agenda and written material concerning issues to be addressed at the meeting.

The Board addressed, on an ongoing basis, strategic issues relating to the company’s operations and focus, follow-up of previous acquisitions and investments, new strategic investments, the company’s sustainability work, risk management and other matters. An important aspect of the Board’s work are the financial reports that are presented at each ordinary Board meeting. The Board also receives monthly reports on the company’s financial position. At ordinary meetings, the CEO presents a detailed update on the company’s business development and key performance indicators.

One of the top priorities for the Board during the year has been the investment strategy for the company’s North American mills. In May 2024, the Board decided to not proceed with the original plans to convert the Escanaba mill to cartonboard production, but to instead gradually shift the product mix in North America towards packaging material, with a more moderate investment level. The Board has also been actively engaged in the Group Management Team’s work to develop the company’s updated strategy – “Way Forward” – that was presented on the company’s Capital Markets Day in December 2024. In connection therewith, the Board furthermore resolved on certain investments required for the North American strategic development and to update the financial and sustainability targets for the company, which emphasizes the importance of capital efficiency, profitability and cash flow. The Board has also worked on other strategically important issues, such as the company’s ongoing IT harmonization project, talent and succession planning and strategy to achieve sustainability goals.

In addition to participating in the audit committee meetings, the company’s auditor also participated in a Board meeting at which Board members had the opportunity to ask the auditor questions without representatives of the company’s management being present.

Attendance at Board meetings

1. Andreas Blaschke joined the Board of Directors at the AGM 2024.
2. Jan Åström left the Board at the AGM 2024.