relating to remuneration to the CEO and other senior executives.
7KH¿QDOWDVNRIWKH5HPXQHUDWLRQ&RPPLWWHHLVWRPRQLWRUDQG
evaluate the ongoing programs for variable remuneration of the
company management team, and programs terminated during the
year, as well the application of the guidelines for the remuneration
of senior executives and the current remuneration structure and
remuneration levels in the company. During 2017, the members of
the Remuneration Committee were Mikael Ekdahl (Chairman) and
Märta Schörling Andreen. The recommendations of the Remuneration
84
Committee to the Board include principles for remuneration,
WKHUHODWLRQVKLSEHWZHHQ¿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¿FHULQFRQVXOWD-
tion with the Remuneration Committee. For further information,
see page 66. During 2017, the Remuneration Committee met on
two occasions, 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 2018 for a decision.
Audit Committee
During 2017, the members of the Audit Committee were Gun
Nilsson (Chair), Märta Schörling Andreen 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
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, account-
LQJUXOHVGHYHORSPHQWRIWKHJOREDO¿QDQFHIXQFWLRQ¿QDQFLQJ
operations and other issues that the Board has requested the
Committee to prepare. Under the provisions of Chap. 8, Section 49
DRIWKH6ZHGLVK&RPSDQLHV$FWDWOHDVWRQHPHPEHU
of the Audit Committee must be independent in relation to major
shareholders in the Company, and have expertise in accounting or
DXGLWLQJDQGWKH&RPSDQ\IXO¿OVWKLVUHTXLUHPHQWRIWKH&RGH
External auditors
AAK’s auditors are appointed by the Annual General Meeting. At
the Annual General Meeting in 2017, the audit company PricewaterhouseCoopers
AB was re-elected as auditors up to and includ-
LQJWKH$QQXDO*HQHUDO0HHWLQJLQ6R¿D*|WPDU%ORPVWHGW
Authorized Public Accountant, was appointed auditor in charge.
6R¿D*|WPDU%ORPVWHGWDOVRKDVDXGLWLQJWDVNVLQFRPSDQLHV
LQFOXGLQJ&RRS6YHULJH2DWO\*HQRYLV$%3nJHQJUXSSHQ$%
and Beijer Electronics Group AB. All services requested in addition
to the statutory audit are tested separately to ensure there is
QRFRQÀLFWDULVLQJLQYROYLQJLQGHSHQGHQFHRUGLVTXDOL¿FDWLRQ1R
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 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 eleven persons from
VLFRXQWULHVWKHDFWLQJ&(2DQG&)2ZKRDOVRLVUHVSRQVLEOHIRU
+5&02&72DQG3UHVLGHQW(XURSHDQ6XSSO\&KDLQDVZHOODV
seven persons in charge of business areas/countries. The Group
management team meets every other month and deals with the
*URXS¶V¿QDQFLDOGHYHORSPHQWLQYHVWPHQWVV\QHUJ\DQGSUR-
ductivity projects, acquisitions, Group-wide development projects,
leadership and competence supply and other strategic issues. The
meetings are chaired by the CEO, who make decisions in consultation
with the other members of the Group management team. The
Group has a small number of Group employees, who are respon-
VLEOHIRU*URXSZLGHDFWLYLWLHVVXFKDV¿QDQFLDOSHUIRUPDQFHWD
IT, internal audit, strategy, investor relations, information and legal
issues. The CEO and Group management team are presented on
pages 34–35. 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.
AAK’s CEO chairs the meetings. 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
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¿QDQFLDOUHSRUWLQJLVDSUR-
cess 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.