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Work of the Board of directors during 2023

The Board held ten meetings during 2023, one of which was the statutory meeting. 

At the statutory board meeting Bengt Kjell was re-elected as Vice Chair of the Board.

The Board regularly conducts an evaluation of its work methods and procedures to ensure that the Board has the requisite expertise and efficient processes for good decisions. The
result of the evaluation is reported to the Nomination Committee and provides substantive information on which the Committee can base its work. The Board has determined that
the members have appropriate and complementary expertise taking into account Pandox’s operations, and this opinion is shared by the Nomination Committee.

The Board has clear guidelines on how to avoid conflicts of interest. These are described in the document containing the work procedures for the Board and cover topics such as the
secrecy obligation, the loyalty obligation, disqualification and insider trading. The stakeholders are informed of any conflicts of interest in the Annual Report. No cases of conflicts of interest were discovered in 2023.

In the area of sustainability, feedback is provided to the Board through a six-monthly board report and an annual oral presentation by the SVP, Director of Sustainable Business.
From 2024 onwards this will also be a standing agenda item at Audit Committee meetings.

Since the start of 2022 climate adaptation risks have been an important component in the Company’s overall risk assessment. The results of the assessment were reported to the
Board of Directors during the year and will be reported on annually along with action plans produced.

In 2023 interviews were conducted with all of the Board members and with the CEO. The conclusion was that the Board is working efficiently and that the members complement each other’s strengths.

The Nomination Committee applied rule 4.1 of the Code as a diversity policy when preparing its proposal for the Board of Directors, the objective being for the Board to be composed of members of varying ages, genders and geographical origins, and to represent a range of educational and professional backgrounds.

Three of the seven members of Pandox’s Board are women.

The Nomination Committee has determined that the Board of Directors meets the requirements of the Code concerning independence.