Board committees

The Board of directors has appointed an audit committee and a remuneration committee, whose activities are mainly preparatory and advisory.

Audit Committee

According to the Swedish Code of Corporate Governance, the audit committee shall consists of at least three members who are appointed by the Board on a yearly basis. One of the members shall be chairman of the committee. The audit committee consists of members Mikael Norman (chairman), Adriaan Nühn and Camilla Svenfelt.

The majority of the committee’s members shall be independent in relation to the company and its management, and at least one of these shall also be independent in relation to the company’s major shareholders. At least one member shall be independent and have accounting or auditing expertise. Of the audit committee’s three members, all three are independent in relation to the company and its management and in relation to the company’s major shareholders.

The work of the audit committee is regulated by special instructions that have been adopted by the Board as part of its work plan. The audit committee is responsible for ensuring the quality of the financial reporting and the effectiveness of the company’s internal control and risk management regarding financial reporting. In brief, the audit committee, without affecting the other tasks and responsibilities of the Board, shall continuously meet with the company’s auditors to stay informed about the focus and scope of the audit. The company’s auditor shall be invited to participate in the meetings of the audit committee.

The audit committee shall meet at least four times every financial year. Once a year, the committee shall meet without the presence of any member of the management team. The audit committee shall inform the Board about the matters dealt with by the committee. In 2016 the committee held four meetings.

Remuneration committee

The remuneration committee shall have no more than four members who are appointed by the Board on a yearly basis. One of the members shall be chairman of the committee. The Board’s remuneration committee consists of members Mikael Svenfelt (chairman), Lottie Knutson and Lilian Fossum Biner.

The majority of the committee’s members shall be independent in relation to the company and its management. Of the remuneration committee’s three members, all are independent in relation to the company and its management.

The work of the remuneration committee is regulated by special instructions that are adopted by the Board as part of its work plan. The main tasks of the remuneration committee are to prepare recommendations to the Board for decision on remuneration principles, remuneration levels and other terms of employment for the Group Management, to monitor and evaluate ongoing and during the year completed programmes for variable remuneration to the Group Management and to monitor and evaluate application of the guidelines for remuneration to Group Management as adopted by the AGM and of the current remuneration structures and levels in the Group.

The remuneration committee shall meet at least twice every financial year. In 2016 the committee held five meetings.

 

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