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 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 auditors’ impartiality and independence, other services provided by the company’s auditors and assists the company’s Nomination Committee with the preparation of proposals for election of auditors. The members of the Audit Committee possess competence and experience within accounting, auditing and/or risk management allowing them to fulfil the obligations of the Committee.
During the year, the Audit Committee held four meetings, and the company’s auditor attended all of these meetings. The main focus for the Committee’s work during the year has been on the financial reporting, reporting acquisitions, financing and capital structure, risk monitoring and internal controls as well as audit issues.
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 two members: Christian Salamon (Chairman) and Magdalena Persson. Both members are independent of the company and its executive management as well as 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 prepares the guidelines for remuneration principles presented by the Board of Directors for resolution by the Annual General Meeting and the Remuneration Report that the Board of Directors presents to the Annual General Meeting. Furthermore, the Remuneration Committee shall prepare documentation in certain remuneration matters of principal nature or otherwise of significant importance. For example, stock option programmes, profit sharing systems, monitoring and evaluation of the application of the guidelines for remuneration that the Annual General Meeting is legally obliged to adopt, as well as the current remuneration structures and levels in the company.
The Remuneration Committee held four meetings during the 2023 financial year, and the Remuneration Committee also maintained informal contact. The main purpose of these meetings was to evaluate compensation for 2022, to prepare decisions and reports prior to the Annual General Meeting, to review succession planning for executive management and to prepare the question of adjusting management’s compensation for 2023.