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: Ragnhild Wiborg and Joakim Andreasson.
The audit committee’s main tasks are to:
- monitor the company’s financial reporting and provide recommendations and proposals to ensure the reliability of the reporting;
- in respect of the 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 the 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;
- provide recommendations on capital structure related matters including long term financing plans and dividend proposals;
- provide recommendations on public guidance on financial objectives; and
- assist the nomination committee in conjunction with its preparation of proposals to the general meeting of shareholder’s resolution regarding election of auditor.
The board of directors has established a remuneration committee. Pursuant to the Code, the chair of the board 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: Magnus Lindquist and Magdalena Persson. 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;
- monitor and evaluate programs for variable remuneration, both ongoing and those that have ended during the year, for the executive management;
- monitor and evaluate the application of the guidelines for remuneration of the executive management that the annual general meeting of shareholders 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) to (c) above; and
- prepare and manage the board of directors’ remuneration report for each financial year detailing unpaid and outstanding compensation that is covered under the guidelines for remuneration;
- if the company implements an incentive program for the employees of the company, ensure that the incentive program is annually evaluated;
- review the CEO’s succession planning for the executive management team members annually; and
- fulfil and conduct any other tasks that are to be fulfilled by the remuneration committee pursuant to the Code.