Committees

Audit committee

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 is to comprise three members of whom the majority are to be independent in relation to the Company and its executive management, and at least one of the members that are independent in relation to the Company and its executive management must also be independent in relation to the Company’s major shareholders.

The current audit committee consists of three members: Gunilla Rudebjer (chairman of the audit committee), Hans Ramel and Christian Salamon, all of which are independent to the Company and its executive management. Gunilla Rudebjer is 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.

Remuneration committee

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.

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.