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 CEO 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 2019, 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 87. During 2019, the Remuneration
Committee met on two occasions, on which both
members attended. Current guidelines for remuneration
to senior executives can be found in Note 8. The
Board’s proposal for new guidelines will be put to the
Annual General Meeting in 2020 for a decision.
Audit Committee
During 2019, 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 are
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 2019, the
audit company PricewaterhouseCoopers AB was
re-elected as auditors up to and including the Annual
General Meeting in 2020. 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