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
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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 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 CEO and other senior executives.
The final task of the Remuneration Committee
is to monitor and evaluate the ongoing programs for
variable remuneration of the company management
team, and programs 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
2018, the members of the Remuneration Committee
were Georg Brunstam (Chairman) and Märta Schörling
Andreen. 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 page
83. During 2018, 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 2019 for a
decision.
Audit Committee
During 2018, the members of the Audit Committee were
Gun Nilsson (Chair), Märta Schörling Andreen and
Lillie Li Valeur. The Audit 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, accounting rules, development
of the global finance function, financing operations
and other issues that the Board has requested the
Audit 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 2018, the
audit company PricewaterhouseCoopers AB was
re-elected as auditors up to and including the Annual
General Meeting in 2019. Sofia Götmar-Blomstedt,
Authorized Public Accountant, was appointed auditor
in charge. Sofia Götmar-Blomstedt also has auditing
engagements in companies including Coop Sverige,
Scandic Hotels Group AB, Genovis AB, Pågengruppen
AB and Beijer Electronics Group AB. All services
requested in addition to the statutory audit are tested
separately to ensure 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 the company complies with
applicable laws and regulations. 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