Committees

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.

Remuneration Committee

The Remuneration Committee consists of the Chair of the Board Göran Näsholm (Chair of the Remuneration Committee) and Board member Johan Sjö.

The Remuneration Committee prepares a proposal on remuneration policies for senior management. A proposal for new guidelines is to be prepared at least every four years and the Board submits the proposal for resolution by the Annual General Meeting. The guidelines shall be in force until new guidelines are adopted by the General Meeting of Shareholders.

The Remuneration Committee shall also monitor and evaluate the programme for the variable remuneration of senior executives, the application of the guidelines for the remunera­tion of senior executives, as well as the current remuneration structures and remuneration levels at the company.

The Board prepares an annual remuneration report on the application of the company’s remuneration guidelines.

Remuneration of the CEO shall be decided by the Board of Directors after being prepared and recommended by the Remuneration Committee, within the scope of established remunera­tion principles. The CEO presents reports to the Committee but does not report on their own remuneration.

Remuneration of other senior executives shall be decided by the Remuneration Committee, within the scope of established remuneration principles and after consulting with the CEO. The Remuneration Committee informs the Board of its decisions.

Audit Committee

The Audit Committee consists of Board member Cecilia Marlow (Chair of the Audit Com­mittee) and Göran Näsholm. The committee members have specific expertise, experience, and interest in financial and account­ing matters. Both members are independent in relation to the Company and the Group’s management, they are also independent in relation to the Company’s major shareholders.

The Audit Committee, which – without influencing the responsibilities and duties of the Board in any other respect – is responsible for:

• monitoring the company’s finan­cial report
• monitoring the efficiency of the company’s internal control and risk management with respect to its financial reporting
• remaining informed about the audit of the annual report and consolidated financial statements
• reviewing and monitoring the impartiality and independence of the auditors
• whether the auditors have provided the company with services other than auditing services
• assisting in the preparation of motions regarding the election of auditors for resolution by the General Meeting.

In conjunction with the Board of Directors’ adoption of the annual accounts and the accounts for the third quarter, the Audit Com­mittee meets with and receives a report from the company’s external auditors. At the same time, the Committee also meets with the auditors without the presence of the CEO, the Group CEO, or other members of Group management.