Board Committees

The work of the Remuneration Committee includes helping the Board to prepare proposals related to remuneration and regularly monitoring and evaluating the structure and level of remuneration of the CEO and other members of Group management.

The main tasks of the Remuneration Committee include:

• preparing matters for the Board related to the remuneration and other terms of employment of senior executives,
• monitoring and evaluating the remuneration structures, levels of remuneration and variable remuneration programmes for such senior executives and
• monitoring and evaluating the results of variable remuneration programmes and how the company complies with the remuneration guidelines adopted by the Annual General Meeting.

The Remuneration Committee currently has two members: Johan Bygge (Chairman) and Graham Oldroyd, both of whom are independent in relation to the company and its senior executives. The Remuneration Committee meets approximately four times per fiscal year.

Without prejudice to the tasks and areas of responsibility of the Board, the Audit Committee is to:

• monitor the company’s financial reporting, and based on this,
• monitor the company’s internal controls, internal auditing and risk management,
• keep informed about the auditing of the annual report and the Group’s short and long-term cash flow trends,
• review and monitor the impartiality and independence of the auditor, with a particular focus on whether the auditor offers the company any services other than auditing, and
• provide support in the preparation of proposals for the Annual General Meeting’s resolutions regarding the election of auditors.

The Audit Committee currently has three members: John Allkins (Chairman), Bertil Persson and Liselott Kilaas, who are all deemed independent in relation to the company, Group management and the company’s main shareholders. The Chairman of the Committee has the financial reporting competence required under the Swedish Companies Act. The Audit Committee meets ahead of all Board meetings in connection with the interim reports. The Committee meets approximately four times per fiscal year.