Committees

The Board of Directors has set up three committees; the audit committee, the remuneration committee and the transaction committee. The Board of Directors has adopted rules of procedure for all committees.

Audit committee

The Board has set up an Audit Committee. The current Audit Committee consists of Giorgio Chirivì, Maris Hartmanis and Karin Wingstrand.

The Audit Committee works according to an instruction adopted by the Board. Its main task is to, without affecting the board’s responsibilities and tasks, in general:

  • Monitor the company’s financial reporting,
  • With regard to financial reporting, monitor the effectiveness of the Company’s internal control and risk management,
  • Keep informed of the audit of the annual report and the consolidated accounts,
  • Inform the Board of the results of the audit and how the audit contributed to the reliability of the financial reporting and the function of the committee,
  • Review and monitor the auditor’s impartiality and independence, paying special attention to whether the auditor provides the company with services other than audit services,
  • Approve the auditor’s advisory services and establish a policy for the auditor’s advisory services,
  • Assist in the preparation of proposals for the AGM’s decision on auditor’s election,
  • Annually assess the need for an internal audit function; and
  • Quality assurance year-end report and interim reports before the Board decision.

The Audit Committee prepares proposals to the Board which subsequently either make decisions on the questions or, if appropriate, adopt proposals for resolutions by the AGM.

 

Remuneration committee

The Board has set up a remuneration committee. The committee includes Anders Tullgren, Saeid Esmaeilzadeh, Maris Hartmanis and Giorgio Chirivì.

The Remuneration Committee prepares proposals to the Board which subsequently either make decisions on the questions or, if appropriate, adopt proposals for resolutions to the Annual General Meeting. The Remuneration Committee works according to an instruction adopted by the Board. The main tasks of the Remuneration Committee are to prepare the Board’s decisions regarding remuneration principles, remuneration and other terms of employment for company management, follow and evaluate programs for variable remuneration to Corporate Management, and follow and evaluate the application of the guidelines for remuneration to senior executives decided by the AGM current remuneration structures and remuneration levels in the Company.

Transaction committee

The Board has established a transaction committee. The committee includes Anders Tullgren, Saeid Esmaeilzadeh, Peter Edman and Alessandro Sidoli.

The Transaction Committee prepares proposals to the Board which subsequently either make decisions on the questions or, if appropriate, adopt proposals for resolutions to the AGM. The main tasks of the Transaction Committee are to evaluate, assess and submit proposals for transactions, such as outsourcing, mergers, acquisitions of companies, businesses, assets and property, as well as equity-related transactions, including new issues. The Transaction Committee shall consist of at least one Board member.