Board committees Audit and remuneration issues within the Board are handled in committees, whose task it is to prepare issues arising and submit proposals for decisions to the Board. The tasks and working practices of the committees are determined by the Board in written instructions, which constitute part of the Board’s working practices. Remuneration Committee In accordance with the Board’s working practices, issues of remuneration 80 to the Chief Executive Officer and senior executives shall be prepared by the Remuneration Committee. The Remuneration Committee prepares and presents proposals to the Board relating to remuneration to the President and other senior executives. The final task of the Remuneration Committee is to monitor and evaluate the ongoing programmes for variable remuneration of the company management team, and programmes terminated during the year, as well as the application of the guidelines for the remuneration of senior executives and the current remuneration structure and remuneration levels in the company. During 2015, the members of the Remuneration Committee were Melker Schörling (Chairman) and Ulrik Svensson. The recommendations of the Remuneration Committee to the Board include principles for remuneration, the relationship between fixed and variable salary, conditions for pensions and severance pay and other benefits payable to the management. Remuneration to the CEO of the Group has been decided by the Board on the basis of the recommendations of the Remuneration Committee. Remuneration to other senior executives has been decided by the Chief Executive Officer in consultation with the Remuneration Committee. For further information, see pages 61–62. During 2015, the Remuneration Committee met on one occasion, on which both members attended. The Board’s proposal for guidelines for remuneration to senior executives can be found in Note 8, and will be put to the Annual General Meeting in 2016 for a decision. Audit Committee During 2015, the members of the Audit Committee were Ulrik Svensson (Chairman) and Lillie Li Valeur. The Committee held four ordinary meetings during the year, which the company’s external auditors and representatives of the management team attended. Areas dealt with by the Audit Committee was primarily related to planning, scope and follow-up of the audit for the year. Other issues dealt with include risk management, integration and structures of Group procedures, coordination of insurance issues, corporate governance, internal control, accounting rules, development of the global finance function, financing operations and other issues that the Board has requested the Committee to prepare. Under the provisions of Chap. 8, Section 49 a, of the Swedish Companies Act (2005:551), at least one member of the Audit Committee must be independent in relation to major shareholders in the Company, and have expertise in accounting or auditing, and the Company fulfils this requirement of the Code. External auditors AAK’s auditors are appointed by the Annual General Meeting. At the Annual General Meeting in 2015, the audit company PricewaterhouseCoopers AB was re-elected as auditors up to and including the Annual General Meeting in 2016. Sofia Götmar- Blomstedt, Authorised Public Accountant, was appointed auditor in charge. Sofia Götmar-Blomstedt also has auditing tasks in other companies, including Beijer Electronics AB, Genovis AB, Pågengruppen AB and Polykemi AB. All services requested in addition to the statutory audit are tested separately to ensure that there is no conflict arising involving independence or disqualification. No agreements with related parties exist. Operational management It is the task of the CEO to lead operations in accordance with the guidelines and instructions of the Board. In conjunction with this, the CEO shall use the required control systems to ensure that the company complies with applicable laws and ordinances. The CEO reports to the Board meetings and shall ensure the Board receives as much factual, detailed and relevant information as is required for the Board to reach well-informed decisions. The CEO also maintains continual dialogue with the Chairman of the Board and keeps him informed of the development and financial position of the Company and the Group. AAK’s Group management team consists of thirteen persons from six countries: the CEO, CFO, CMO, CTO, HR/Communications, and President European Supply Chain, as well as seven persons in charge of business areas/countries. The Group management team meets on a monthly basis and deals with the Group’s financial development, investments, synergy and productivity projects, acquisitions, Group-wide development projects, leadership and competence supply and other strategic issues. The meetings are chaired by the CEO, who reaches decisions in consultation with the other members of the Group management team. The Group has a small number of Group employees, who are responsible for Group-wide activities, such as financial performance, tax, IT, internal audit, strategy, investor relations, information and legal issues. The CEO and the Group management team are presented on pages 28–29. For remuneration principles and salaries and other fees paid to the CEO and the Group management team, please see Note 8. AAK’s business areas are Food Ingredients, Chocolate & Confectionery Fats and Technical Products & Feed. The heads of each business area/country are responsible for goals, strategies, product development and day-to-day business issues, as well as for profit, cash flow and balance sheets for the unit in question. The business areas in turn are organised into different sectors with responsibility for day-to-day business issues. Direction is exercised through internal boards, which meet four times a year. At these meetings, AAK’s President/CEO acts as chairman of the board, and the Group CFO also participates. Other executives are co-opted as necessary. In all countries where AAK has subsidiaries, a Country Manager has legal charge of operations. The Country Manager’s task is to represent AAK vis-à-vis public authorities in the country, to coordinate operations on the ground, organization and Groupwide procedures/projects and to ensure that Group-wide guidelines are complied with. For each such country, one member of the Group management team has been appointed to have overriding responsibility for operations. This person is the superior of the Country Manager, and in most cases acts as chairman of the local legal board. The Board’s description of internal control and risk management relating to financial reporting The Board is responsible for AAK’s internal control, the overall purpose of which is to protect the owners’ investments and the Company’s assets. The Board shall provide a description of how internal control and risk management relating to financial reporting are organised in a separate section of this Corporate Governance Report. Internal control relating to financial reporting is a process involving the Board, the company management team and personnel. The process has been designed to ensure the reliability of external reporting. According to the commonly accepted framework established for this purpose, internal control is usually described from five different aspects, which are described below. The control environment forms the basis for internal management and control.
AAK Annual Report 2015
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