Styrelseunderlaget

Styrelseunderlaget is a term used in Swedish corporate governance to describe the set of documents and information provided to a company’s board of directors ahead of a board meeting. It encompasses the material that directors need to review in order to discuss and decide on strategic, financial, and legal matters. The concept is closely tied to good governance practices, transparency, and informed decision-making.

Typical contents of a styrelseunderlag include the meeting agenda, minutes from the previous board meeting, management reports, and the CEO’s summary. It also usually contains financial statements and budgets, management proposals and decision papers (decisions to be made by the board), risk and internal control reports, and audits or committee reports. Supporting data, presentations, contracts, strategic updates, and KPI dashboards may also be included. For an annual general meeting, the package commonly includes the annual report, auditors’ report, and proposals for resolutions, such as board reelection and remuneration guidelines.

Preparation and distribution are typically the responsibility of the company secretary or a designated governance function, in collaboration with senior management such as finance, risk, and legal departments. The styrelseunderlag is distributed in advance of the meeting to give directors sufficient time to review and prepare questions or input. Confidentiality and data protection considerations are usually emphasized, given the sensitive nature of the information. Effective styrelseunderlag supports efficient meetings and sound governance decisions.