The board of directors committes

The Board of Directors’ committees
Within the Board of Directors, audit and compensation matters are dealt with in committee, as regards preparation of future matters and putting forward the Board’s proposals for decision. The work assignments of the committees and their rules of procedure are set by the Board in the form of written instructions.

Remuneration Committee
In accordance with the Board of Directors’ rules of procedure, the Remuneration Committee shall deal with issues of compensation to the President and senior management. The Remuneration Committee prepares and presents proposals to the Board of Directors regarding compensation to the Group CEO and other senior management.

The members of the Remuneration Committee during 2008 were Mikael Ekdahl (Chairman) and John Goodwin. The Remuneration Committee’s recommendations to the Board of Directors comprise principles for compensation, relationship between fixed and flexible salary, pension and severance payment terms, and other benefits for the management. Compensation to the Group’s President has been decided upon by the Board of Directors, based on the Remuneration Committee’s recommendations. Compensation to other senior management has been decided upon by the President after consultation with the Remuneration Committee. During 2008, the Remuneration Committee met twice, at which meetings both members were present. Meeting for resolution.

The Audit Committee
Members of the Audit Committee during 2008 were Ulrik Svensson (Chairman), Martin Bek-Nielsen and Mikael Ekdahl. The Committee had four meetings during the year, at which the Company’s external auditors and representatives of the Company Management participated. The areas that the Audit Committee has dealt with have primarily involved the planning, extent and follow-up of the year’s audit. Other matters which have been dealt with have been risk management, integration and systemising the Group’s processes, coordination of insurance matters, corporate governance, internal control, audit regulations, development of the global finance function, finance operations, and other matters that the Board of Directors has assigned the Committee to prepare. According to the Code, at least one member of the Audit Committee shall be independent in relation to the Company’s major owners. At present, none of the members is independent in this respect.

The Board of Directors has, however, considered that the present composition of the Audit Committee is the best to take into account the experience and competence of the Board concerning the matters which it is intended will be dealt with by it.