Every year, the Board adopts work procedures for the Board’s work.
The work procedures outline how the Board’s duties should be distributed, including the specific role and duties of the Chairman, instructions for the division of duties between the Board and the President and for the reporting of financial information to the Board. The Board has also adopted specific instructions for the Board’s committees, which are linked to the work procedures.
The Boardʼs work is mainly performed within the framework of formal Board meetings and through meetings in the committees of the Board. In addition, regular contact is maintained between the Chairman of the Board and the CEO in order to discuss ongoing business and to ensure that the Boardʼs decisions are executed.
In 2024, there were eleven ordinary Board meetings and one statutory Board meeting. The attendance of the Board members at the Board meetings during 2024 is presented here. The companyʼs auditor attended one Board meeting during the year.
During 2024, the Boardʼs focus has been on both transformation and performance, seeking to secure earnings resilience on lower volumes. The Board has devoted considerable time to strategic considerations concerning among others electrification, digitalization and strategic partnerships such as the intended establishment of a joint venture with Daimler Truck to develop a common software-defined truck platform. The Board has closely followed market developments with a high focus on the North American region. Among the topics discussed and decided upon in the Board relating to North America the following can be especially noted; the decisions to establish a truck plant in Mexico to supplement to US production capacity and the acquisition of the Cab Structures Business in North Carolina from Commercial Vehicle Group (CVG) to improve the cab supply for Mack Trucks, as well as opportunities related to the acquisition of the battery business from Proterra Inc. and Proterra Operating Company (jointly 'Proterra'), completed in February 2024 and the all-new VNL truck launched by Volvo Trucks during the second half of 2024.
The Boardʼs ambition is to stay close to the business and the Board receives continuous updates on the development of the Groupʼs performance. During 2024, in addition to earnings resilience with the North America focus and above-mentioned strategic topics, the Board also gave significant attention to several other key areas and issues:
• Key investments: The Board has set direction for major investments leading up to several of the product launches 2024 as well as launches expected in coming years. Given the slower adoption pace of battery-electric vehicles, the Board has also supported the postponement of the battery cell plant in Mariestad, Sweden.
• Sustainability: The Volvo Groupʼs sustainability work and objectives are an integrated part of the Boardʼs work and are followed up regularly by the Board.
• Talent Review and Succession Planning: The Board carefully evaluates talent and succession planning within the organization.
• Quality oversight: Thorough review and follow-up of Volvoʼs quality work.
• External factors: The Board has been monitoring macroeconomic and geopolitical developments with associated supply chain challenges as well as proactive measures taken to address these issues.
The Board has reviewed the Groupʼs climate transition pathway towards its net-zero ambition, as well as the approach and progress made with respect to its human rights work. Implementation of new sustainability related legislation has also been on the agenda, and the Board has, as part of its recurring agenda items, looked into the Groupʼs work with respect to compliance & whistleblower programs, products regulatory compliance and the ongoing health & safety work.
The Board usually makes regular visits to the companyʼs operations throughout the world to meet with local management, customers and suppliers and learn more about the specific market conditions in the visited region. In 2024 the Board visited the United States and Group production facilities in Sweden.
In 2024, the Board resolved on an overall financial plan and investment framework for the Groupʼs operations. In addition, the Board regularly monitors the Groupʼs earnings and financial position and maintains continuous focus on risk related issues such as overall risk management and ongoing legal disputes and investigations. The Board proposed a distribution of an ordinary dividend of SEK 7.50 per share and an extraordinary dividend of SEK 10.50 per share, which was resolved by the Annual General Meeting 2024. Furthermore, the Board regularly reviews the managementʼs short and long-term incentive programs to ensure that they fulfill their purpose and drive the right behavior in the current business environment.