Provisions on establishment of an Audit Committee are stipulated in the Swedish Companies Act and Swedish Corporate Governance Code, and provisions on the establishment of a Compensation Committee are stipulated in the Swedish Corporate Governance Code.
The Board of Directors has appointed a Compensation Committee comprising Göran Näsholm as Chairman, and Johan Sjö. The Compensation Committee is to prepare a proposal on remuneration policies for senior management. The proposal is to be addressed by the Board and then be presented to the Annual General Meeting for resolution. The board then passes a resolution on the remuneration of the President & CEO based on the Annual General Meeting’s resolution. The President & CEO shall not report on his own remuneration. Based on a proposal by the CEO, the Compensation Committee is to pass a resolution on the remuneration of other members of Group management. The Board of Directors is to be informed about the Compensation Committee’s decision. The Compensation Committee is then responsible for monitoring and evaluating the application of the guidelines, as adopted by the Annual General Meeting, for determining remuneration to senior management. The Compensation Committee is also to monitor and evaluate any ongoing programmes for variable remuneration for senior management as well as any programmes concluded during the year.
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The Board has decided that the tasks of the Audit Committee shall be fulfilled by Cecilia Marlow and Pontus Boman. Cecilia Marlow has been appointed Chair of the Audit Committee. Cecilia Marlow and Pontus Boman have accounting or auditing expertise and are independent in relation to the Company and the Group’s management. Cecilia Marlow is also independent in relation to the Company’s major shareholders. The company consequently meets the requirements of the Swedish Companies Act
The Audit Committee is to – without influencing the work and duties of the Board in any other respect – monitor the Company’s financial reporting, monitor the efficiency of the Company’s internal control and risk management with respect to its financial reporting, remain informed about the audit of the annual report and consolidated financial statements, review and monitor the impartiality and independence of the auditors and, in particular, whether the auditors have provided the Company with services other than auditing services, and assist in the preparation of motions regarding the election of auditors for resolution by the General Meeting of Shareholders.
In conjunction with the Board meeting at which the Board adopts the annual accounts, the Board will meet with and receive a report from the Company’s external auditors. At the same time, the Board will also meet with the auditors without the presence of the President & CEO or other members of senior management.