The board of directors committees

The Board committees

Audit and remuneration issues within the Board are handled in committees, whose task it is to prepare issues arising and submit proposals for decisions to the Board. The tasks and working practices of the committees are determined by the Board in written instructions, which constitute part of the Board´s working practices.

Remuneration Committee

In accordance with the Board’s working practices, issues of remuneration to the Chief Executive Officer and senior executives shall be prepared by the Remuneration Committee. The Remuneration Committee prepares and presents proposals to the Board relating to remuneration to the President and other senior executives. The final task of the Remuneration Committee is to monitor and evaluate the ongoing programmes for variable remuneration of the company management team, and programmes terminated during the year, as well the application of the guidelines for the remuneration of senior executives and the current remuneration structure and remuneration levels in the company.

During 2015, the members of the Remuneration Committee were Melker Schörling (Chairman) and Ulrik Svensson (Märit Beckeman until May 2015). The recommendations of the Remuneration Committee to the Board include principles for remuneration, the relationship between fixed and variable salary, conditions for pensions and severance pay and other benefits payable to the management. Remuneration to the CEO of the Group has been decided by the Board on the basis of the recommendations of the Remuneration Committee. Remuneration to other senior executives has been decided by the Chief Executive Officer in consultation with the Remuneration Committee. During 2015, the Remuneration Committee met on one occasion, at which both members attended. The Board’s proposal for guidelines for remuneration to senior executives will be put to the Annual General Meeting in 2016 for a decision.

Audit Committee

The members of the Audit Committee in 2015 were Ulrik Svensson (Chairman) and Lillie Li Valeur. The Committee held four ordinary meetings during the year, which the company’s external auditors and representatives of the management team attended. Areas dealt with by the Audit Committee primarily related to planning, scope and follow-up of the audit for the year. Other issues dealt with include risk management, integration and systematics of Group procedures, coordination of insurance issues, corporate governance, internal control, accounting rules, development of the global finance function, financing operations and other issues that the Board has requested the Committee to prepare.

Following the Annual General Meeting on May 11, 2016, the subsequent statutory board meeting on May 11, 2016 elected Ulrik Svensson, Lillie Li Valeur and Märta Schörling as members of the Audit Committee.

Under the provisions of Chap. 8, Section 49 a, of the Swedish Companies Act (2005:551), at least one member of the Audit Committee must be independent in relation to major shareholders in the Company, and have expertise in accounting or auditing, and the Company fulfils this requirement of the Code.

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