In accordance with the Swedish Companies Act, the Board of Directors has appointed an Audit Committee, which prepares matters on which the Board is to make decisions. The committee works according to an annual agenda, and is tasked with monitoring the company’s financial reporting and the effectiveness of the company’s internal control and risk management. The Audit Committee also stays abreast of the audit of the financial statements and consolidated financial statements. The committee shall further audit and monitor the auditor’s independence and impartiality, and follow up in particular whether the auditor provides any non-audit services to the company. The committee also assists by providing nominations for election of the auditor at the annual general meeting. Pursuant to the Code, the Audit Committee shall comprise at least three members, the majority of whom shall be independent in relation to the company and group management, and at least one of whom shall be independent in relation to the company’s major shareholders.
Audit Committee members
The Audit Committee comprises the board members Anneli Lindblom (chairman), Caroline Sundewall, Gunilla Högbom and Anders Kupsu, all of whom are considered independent in relation to the company, group management and the company’s major shareholders.
The Remuneration Committee shall prepare issues concerning principles of CEO and other senior executive remuneration, and individual remuneration for the CEO in accordance with these principles. Among other things, these principles cover the relationship between fixed and any variable remuneration as well as the link between performance and remuneration; principal terms for any bonus and incentive programmes; and principal terms for non-monetary benefits, pension, termination and severance pay. The Board of Directors as a whole sets the remuneration and other terms of employment for the CEO. Share-related incentive programmes for the group management are, however, approved by the Annual General Meeting.
The committee shall further assist the Board of Directors in overseeing the system by means of which the company fulfils provisions in law, stock exchange rules and the Code concerning publication of information regarding CEO and other senior executive remuneration; and shall monitor and evaluate any ongoing variable remuneration programmes, or any concluded during the year, for the CEO and other senior executives, and the application of the guidelines for CEO and other senior executive remuneration adopted by law at the Annual General Meeting, as well as current remuneration structures and levels.
Remuneration Committee members
The Remuneration Committee comprises board members Bengt Kjell (chairman), Per-Ingemar Persson, Anneli Jansson and Carl Mörk.