Rules of procedure for the board and instructions for the CEO – rules and content
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Clear rules of procedure for the board and CEO instructions create structure for responsibilities, decision-making levels, and reporting. However, legal requirements differ between private and public limited companies, which is important to know when preparing the documents.
Quick overview
- Public limited companies must annually establish written rules of procedure according to Chapter 8, Section 46 a of the Swedish Companies Act.
- Public limited companies must also have written instructions regarding the division of work between the board, the CEO, and other bodies according to Section 46 b.
- Private limited companies are not subject to these specific document requirements, but the documents can still be very valuable.
- The CEO manages the day-to-day administration in accordance with the board's guidelines and instructions.
- A delegation matrix should distinguish between decisions, authorization, preparation, and reporting.
| Rules of procedure | Meeting frequency, planning, division of labor, deputy members, and annual agenda. |
| CEO instructions | Day-to-day administration, decisions requiring board approval, and reporting obligations. |
| Reporting instructions | Finance, liquidity, risk, forecasts, investments, and deviations. |
| Delegation matrix | Monetary limits, authorization, contracts, investments, and personnel decisions. |
| Follow-up | Annual review and documented board decisions regarding changes. |
What does the Companies Act require?
The explicit requirements for annual written rules of procedure and written instructions regarding the division of labor apply to public limited companies according to Chapter 8, Sections 46 a–46 b of the Swedish Companies Act. In private limited companies, there are no such general legal requirements, but the board still bears full responsibility for the company's organization and administration, and the CEO must follow the board's guidelines.
The CEO's day-to-day administration and the board's responsibility
According to Chapter 8, Section 29, the CEO shall manage the day-to-day administration in accordance with the board's guidelines and instructions. CEO instructions therefore help to concretize the boundary between everyday decisions and matters that, due to their nature, scope, or significance, should be escalated to the board.
Reporting instructions – what the board needs to know
Reporting should be adapted to the company's operations and risks. Common areas include earnings, balance sheets, liquidity, cash flow, forecasts, customer and supplier risks, taxes, major contracts, investments, personnel issues, and significant deviations.
Delegation matrix without shifting liability
A delegation matrix can clarify decision paths, but delegation does not mean that the board can contract away its statutory responsibility. The document should therefore show both who is authorized to make decisions and which issues must always be escalated.
Common mistakes to avoid
- Claiming that all private limited companies are legally required to have rules of procedure.
- Setting monetary limits without defining total exposure or contract periods.
- Allowing CEO instructions to contradict the Articles of Association or board decisions.
- Failing to link the delegation matrix to authorization and signatory rules.
- Failing to revise documents when business operations change.
Frequently asked questions
Must a private limited company have rules of procedure for the board?
Not according to the specific requirement in Chapter 8, Section 46 a, which applies to public limited companies. For private companies, the rules of procedure are still often a good governance tool.
Must public limited companies have CEO instructions?
Public limited companies must have written instructions regarding the division of work between the board, the CEO, and other bodies according to Chapter 8, Section 46 b.
What is day-to-day administration?
It is the business that the CEO manages under Chapter 8, Section 29, within the board's guidelines. What is included depends on the company's size, operations, and previous decisions.
Can the board delegate everything to the CEO?
No. The board retains its statutory duties and responsibilities even if operational decisions are delegated.
How often should the documents be reviewed?
Public companies' rules of procedure must be established annually. Private companies should also, as a practical matter, review their governance documents at least annually or upon major changes.
Corporate governance package for the board and CEO
The package contains rules of procedure, CEO instructions, reporting instructions, a delegation matrix, and a user guide.
Also read
Sources and further reading
Last updated: October 5, 2026. This article provides general information and does not replace individual legal, tax, or pension-related advice.
