The board of directors has established an audit committee. Pursuant to the Swedish Companies Act, the members of the audit committee may not be employees of the company and at least one member must have accounting or auditing qualification. The majority of the members of the audit committee are to be independent of the company and its executive management. At least one of the audit committee members who are independent of the company and its executive management is also to be independent in relation to the company’s major shareholders. The audit committee currently consists of two members: Johan Thorell (chair) and Annette Brodin Rampe.
The audit committee’s main tasks are to:
- Monitor the company’s financial reporting and provide recommendations and proposals to ensure the reliability of reporting;
- In respect of financial reporting, monitor the efficiency of the company’s internal controls, internal audits and risk management;
- Keep itself informed about the audit of the annual report for the company and the Group as well as regarding conclusions of the Swedish Inspectorate of Auditors’ quality controls;
- Inform the board of directors of the result of the audit and the way in which the audit contributed to the reliability of the financial reporting as well as the function filled by the audit committee;
- Review and monitor the impartiality and independence of the auditor and, in conjunction therewith, pay special attention to whether the auditor provides the company with services other than auditing services; and
- Assist the nomination committee in conjunction with its preparation of proposals to the general meeting’s resolution regarding election of auditor(s).
The board of directors has established a remuneration committee. Pursuant to the Code, the chair of the board of directors may be the chair of the remuneration committee, but the other members of the remuneration committee are to be independent of the company and its executive management. The remuneration committee currently consists of two members: Annette Brodin Rampe (chair) and Louise Hedberg. All members of the remuneration committee are independent in relation to the company and its executive management.
The remuneration committee’s main tasks are to:
- Prepare the board of directors’ decisions on issues concerning principles for remuneration, remunerations and other terms of employment for the executive management;
- When applicable, monitor and evaluate programmes for variable remuneration, both ongoing and those that have ended during the year, for the executive management;
- Monitor and evaluate the application of guidelines for remuneration of the executive management that the annual general meeting is legally obliged to establish as well as the current remuneration structures and levels in the company;
- Prepare and submit to the board of directors a report on the monitoring and evaluation to be carried out under the items (b) and (c) above;
- Prepare, for the board of directors’ decision, the report detailing unpaid and outstanding compensation that is covered under the guidelines for remuneration that the annual general meeting pursuant to law shall resolve on; and
- Fulfil and conduct any other tasks that are to be fulfilled by the remuneration committee pursuant to the Code.