Pursuant to the Articles of Association, the Board of Directors shall be elected at the AGM and serve for a term expiring at the next AGM. The members of the Board of Directors may be removed from office through a resolution of shareholders, and vacancies on the Board may likewise only be filled by a resolution of shareholders. At present, the Board of Directors is composed of seven directors elected by the shareholders at the AGM, including the Chairman and the Vice Chairman and two employee representatives elected by the Swedish labour organisation “Hotell- och restaurangfacket”.
Independence of Board members
None of the members of the Board of Directors elected by the shareholders at the AGM are employed by Rezidor or any other company within the Group. Based on the Nominating Committee’s assessment published on 10 March 2010 relating to the AGM 2010 and the Swedish Code of Corporate Governance, the following assessment is made regarding the independency of the members of the Board. Urban Jansson, Göte Dahlin, Barry W. Wilson and Benny Zakrisson are independent Directors in relation to the Company and the Management as well as in relation to major shareholders. Due to extensive business relations between Carlson and Rezidor, Hubert Joly, Trudy Rautio and Wendy Nelson are not independent Directors in relation to the Company and the Management nor are they independent in relation to major shareholders, as they are related to Carlson Group.