and Ulrik Svensson. The recommendations of the Remuneration Committee to the Board include principles for remuneration, the UHODWLRQVKLSEHWZHHQ¿HGDQGYDULDEOHVDODU\FRQGLWLRQVIRU SHQVLRQVDQGVHYHUDQFHSD\DQGRWKHUEHQH¿WVSD\DEOHWRWKH 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 execu- WLYHVKDVEHHQGHFLGHGE\WKH&KLHI(HFXWLYH2I¿FHULQ consultation with the Remuneration Committee. For further information, 82 see page 64. During 2016, 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 2017 for a decision. Audit Committee During 2016, the members of the Audit Committee were Ulrik Svensson (Chairman), Märta Schörling Andreen and Lillie Li Valeur. The Committee held four ordinary meetings and one extraordinary meeting during the year, which the company’s external auditors and representatives of the management team attended. Areas dealt with by the Audit Committee primarily related to planning, scope and follow-up of the audit for the year. Other issues dealt with include risk management, integration and systematics of Group procedures, coordination of insurance issues, corporate governance, internal control, accounting rules, development of the JOREDO¿QDQFHIXQFWLRQ¿QDQFLQJRSHUDWLRQVDQGRWKHULVVXHVWKDW 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 LQGHSHQGHQWLQUHODWLRQWRPDMRUVKDUHKROGHUVLQWKH&RPSDQ\DQG KDYHHSHUWLVHLQDFFRXQWLQJRUDXGLWLQJDQGWKH&RPSDQ\IXO¿OV this requirement of the Code. External auditors AAK’s auditors are appointed by the Annual General Meeting. At the Annual General Meeting in 2016, the audit company PricewaterhouseCoopers AB was re-elected as auditors up WRDQGLQFOXGLQJWKH$QQXDO*HQHUDO0HHWLQJLQ6R¿D Götmar-Blomstedt, Authorized Public Accountant, was appointed DXGLWRULQFKDUJH6R¿D*|WPDU%ORPVWHGWDOVRKDVDXGLWLQJWDVNV in companies including Coop Sverige, Oatly, Genovis AB, Pågengruppen AB and Polykemi AB. All services requested in addition to the statutory audit are tested separately to ensure there is no FRQÀLFWDULVLQJLQYROYLQJLQGHSHQGHQFHRUGLVTXDOL¿FDWLRQ1R agreements with related parties exist. Operational management It is the task of the CEO to lead operations in accordance with WKHJXLGHOLQHVDQGLQVWUXFWLRQVRIWKH%RDUG,QFRQMXQFWLRQZLWK this, the CEO shall use the required control systems to ensure 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 NHHSVKLPLQIRUPHGRIWKHGHYHORSPHQWDQG¿QDQFLDOSRVLWLRQRI the Company and the Group. AAK’s Group management team consists of thirteen persons from six countries: the CEO, CFO, CMO, CTO and President European Supply Chain, as well as eight persons in charge of EXVLQHVVDUHDVFRXQWULHVRQHRIZKRPLVDOVRWKH+5RI¿FHU The Group management team meets on a monthly basis and GHDOVZLWKWKH*URXS¶V¿QDQFLDOGHYHORSPHQWLQYHVWPHQWV V\QHUJ\DQGSURGXFWLYLW\SURMHFWVDFTXLVLWLRQV*URXSZLGH GHYHORSPHQWSURMHFWVOHDGHUVKLSDQGFRPSHWHQFHVXSSO\DQG 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, VXFKDV¿QDQFLDOSHUIRUPDQFHWD,7LQWHUQDODXGLWVWUDWHJ\ investor relations, information and legal issues. The CEO and Group management team are presented on pages 30–31. For remuneration principles and salaries and other fees paid to the CEO and 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 IRUSUR¿WFDVKÀRZDQGEDODQFHVKHHWVIRUWKHXQLWLQTXHVWLRQ The business areas in turn are organized 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, RUJDQLDWLRQDQG*URXSZLGHSURFHGXUHVSURMHFWVDQGWRHQVXUH 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 PDQDJHPHQWUHODWLQJWR¿QDQFLDOUHSRUWLQJ 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 LQWHUQDOFRQWURODQGULVNPDQDJHPHQWUHODWLQJWR¿QDQFLDOUHSRUWLQJ are organized in a separate section of this Corporate Governance 5HSRUW,QWHUQDOFRQWUROUHODWLQJWR¿QDQFLDOUHSRUWLQJLVDSURFHVV 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 IURP¿YHGLIIHUHQWDVSHFWVZKLFKDUHGHVFULEHGEHORZ7KHFRQWURO environment forms the basis for internal management and control. Risk assessment and risk management mean that the management is aware of and has itself assessed and analyzed risks and threats to operations. Control activities are the measures and procedures designed by the management to prevent errors from arising and for discovering and correcting errors that do arise. In order for individual tasks to be carried out in a satisfactory manner, the personnel in an organization need to have access to current and relevant informa- WLRQ7KH¿QDOPRGXOHRIWKHPRGHOUHODWHVWRIROORZXSRILQWHUQDO management and the design and effectiveness of controls. Control environment AAK’s organization is designed to facilitate quick decision-making. Operational decisions are therefore made at business area or subsidiary level, while decisions about strategies, acquisitions and RYHUULGLQJ¿QDQFLDOLVVXHVDUHWDNHQE\WKHFRPSDQ\¶V%RDUGDQG Group management team. The organization is characterized by clear division of responsibilities and effective and established management and control systems, covering all units within AAK.
AAK Annual Report 2016
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