The Board of Directors has appointed an audit committee in accordance with the Swedish Companies Act. According to the Swedish Companies Act, members of the audit committee may not be employed by the company and at least one member of the audit committee shall hold accounting or audit competence. The Audit Committee consists of three members, Gunilla Rudebjer (Chairman), Hans Ramel and Christian Salamon, all of whom are independent to the company and its executive management. Gunilla Rudebjer and Christian Salamon are also independent of the company’s major shareholders.
The Audit Committee is responsible for monitoring the company’s financial reporting, risk management and internal control, as well as accounting and auditing. The Audit Committee also reviews and monitors the auditor’s impartiality and independence, other services provided by the company’s auditor and assists the company’s nomination committee with the proposal for election of auditor. The members of the Audit Committee shall possess competence and experience within accounting, auditing and/or risk management allowing them to fulfill the obligations of the committee.
During the year, the Audit Committee held five meetings, of which four with the participation of the company’s auditor. The main focus for the Committee’s work during the year has been on the financial reporting, new accounting standards, risk monitoring and internal controls as well as audit issues.
The Board of Directors has appointed a Remuneration Committee. According to the rules of procedure for the Board of Directors, a member serving on the Remuneration Committee may not be employed by the company or any other company within the group. The members shall be independent of the company and its executive management. At least one of the members of the Remuneration Committee is also to be independent of the company’s major shareholders. The Chairman of the Board of Directors shall chair the committee. The Remuneration Committee consists of three members of the Board of Directors: Christian Salamon (Chairman of the Remuneration Committee), Magdalena Persson and Per Hesselmark. All members are independent of the company and its executive management, Christian Salamon and Magdalena Persson are also independent of the company’s major shareholders.
The Remuneration Committee’s main tasks are to prepare the Board of Directors’ decisions on issues concerning, among other things, terms of employment and compensation to the executive management. The Remuneration Committee shall produce a compensation policy to be presented to the Board of Directors. Furthermore, the Remuneration Committee shall prepare documentation in certain other remuneration matters of principal nature or otherwise of significant importance, for example stock option programmes and profit sharing systems and monitor and evaluate the application of the guidelines for remuneration that the annual general meeting is legally obliged to establish, as well as the current remuneration structures and levels in the company.
On 5 November, Hans Ståhl announced his wish to retire and to step down as CEO in 2020. The Board has, on the recommendation of the Remuneration Committee, appointed an external advisor in work recruiting a new CEO. The Remuneration Committee held two meetings during the 2019 financial year. The main purpose of these meetings was to discuss the issue of a new CEO and to prepare the question of adjusting management’s salaries for 2019.