As set forth in the Company's Articles of Association, the Board must be composed of at least six members. The 2020 AGM set the number of Directors at eight, comprising a Chairman, a Deputy Chairman and six members (one of whom is an Executive Director).
The Board is responsible for approving Millicom's strategy, financial objectives, and operating plans, as well as for overseeing risk and governance. The Board selects the CEO, who is charged with the daily management of the Company and its business. The CEO is responsible for recruiting the senior management of the Company. The Board reviews the performance of the CEO, plans for his succession, and reviews plans for other senior management positions.
Procedures and Policies
In accordance with the Swedish Code of Corporate Governance, the Board has adopted procedures that allocate responsibility between the Board and the President and Chief Executive Officer ("the CEO"). The Chairman has discussions with each member of the Board regarding these procedures, and there is an annual evaluation of the Board's own work. The other members of the Board evaluate the performance of the Chairman each year.
The Board of Directors has adopted a corporate policy manual, which is Millicom's central reference for all matters relating to its corporate policies on governance and other matters. Policies that are more stringent or detailed than those set out in the corporate policy manual are adopted as necessary.
The Company's Code of Conduct is a part of the corporate policy manual. All senior managers and members of the Board of Directors must sign a statement acknowledging that they have read, understood, and will comply with the Code of Conduct.
The Board is supported by committees (Audit, Compensation, and Compliance and Business Conduct) that work on behalf of the Board within their respective areas of responsibility. From time to time, the Board delegates authority to an "ad hoc" workgroup so that it may resolve a specific matter on its own without having to go before the full Board for approval.