Committees

The Board has decided to establish an audit committee in accordance with the Swedish Companies Act and a remuneration committee in accordance with the Code, and has adopted rules of procedure for the committees.

Audit Committee

The Board has established an audit committee consisting of two members: Marie Osberg and Göran Näsholm. The company’s Board appoints one of the members as chairman of the audit committee.

The committee shall, without affecting or changing the Board’s responsibilities and tasks:

  • (a) monitor the Company’s financial reporting and prepare for the Board its decisions regarding the financial information provided by the Company externally (including, among other things, the year-end report, annual report and interim reports, as well as any prospectuses) recommendations and proposals to ensure the reliability of reporting;
  • (b) with regard to the financial reporting, among other things, monitor the efficiency of the Company’s internal control, internal audit and risk management, whereby the committee shall in particular monitor the Company’s internal control regarding accounting, asset management and the Company’s and the Group’s financial conditions in general;
  • (c) with regard to the Group’s risks in general, including monitoring that there are well-functioning processes within the Company and the Group for risk identification and risk management, and monitoring the efficiency of the Company’s risk management processes and proposing any changes in said processes;
  • (d) be well acquainted with significant assessments and valuations, both general and specific, which form the basis for the Company’s and the Group’s annual report and interim reports;
  • (e) at least once a year, discuss the effectiveness of the Company’s and Group’s accounting and financial control with the external auditors and management and consider any recommendations to improve internal control;
  • (f) stay informed about the audit of the annual accounts and consolidated accounts, review the Company’s and the Group’s accounting principles, monitor that the Company and the Group comply with applicable accounting standards and good accounting practice and that the Company and the Group apply the principles correctly and stay informed about the Auditor’s quality audits. The committee must also monitor whether the Company and the Group otherwise comply with applicable laws and regulations for the Company’s and the Group’s accounts.

 

The committee must also monitor whether the Company and the Group otherwise comply with applicable laws and regulations for the Company’s and the Group’s accounts;

  • (g) review and monitor the impartiality and independence of the external auditor(s), paying particular attention to whether the external auditor(s) provide the Company with services other than auditing services. The committee must therefore be informed on an ongoing basis when the Company procures such services; and
  • (h) assist the Nomination Committee in preparing proposals for the Annual General Meeting’s resolution on the election of auditors and the remuneration of the external auditor(s) and, if applicable, carry out procurement procedures for auditors.

Remuneration Committee

The Board has established a remuneration committee consisting of Mats O. Paulsson and Ljot Strömseng. The Company’s Board appoints one of the members as chairman of the remuneration committee.

The committee’s main tasks are to:

  • (a) prepare the Board’s decisions on matters of remuneration principles, remuneration and other terms of employment for the CEO and all persons in the company management (whereby “company management” refers to the CEO and all persons included in the management group of the Company or similar bodies and managers directly subordinate to the CEO);
  • (b) monitor and evaluate ongoing and year-end variable remuneration programs for company management;
  • (c) follow and evaluate the application of the guidelines for remuneration to senior executives that the Annual General Meeting must decide on by law, as well as the current remuneration structures and remuneration levels in the Company; and
  • (d) to assist in succession matters.