Board Committees

The Board has established two committees from within its ranks: an Audit Committee and a Remuneration Committee, which both follow instructions adopted by the Board. These committees are sub-committees that prepare matters for the Board and do not have any own power of decision. The matters addressed at committee meetings are minuted and reported as necessary at the next Board meeting.

Audit committee

The Audit Committee is to assist the Board in completing its supervisory role of audit matters. The Committee’s main task is stipulated in the Companies Act. These include overseeing the company’s financial reporting, risk management in the financial reporting and the effectiveness of internal control and governance as well as maintaining contact with and evaluating the work, qualifications and independence of the external auditor. The Committee is also to assist in preparing proposals for the General Meeting to resolve on the election and remuneration of auditors. The results of the Committee’s work in the form of observations, recommendations and proposals for decision or action are continuously reported to the Board.

The members of the audit committee

The members of the audit committee are appointed by Nyfosa’s board of directors and it is to comprise the least of three board members. These members are elected annually at the statutory board meeting held directly after the annual general meeting and the board also appoints the chairman of the committee. The members of the committee may not be employed by Nyfosa and at least one member must have expertise in accountancy or auditing. The Audit Committee in 2023 comprised Board members Marie Bucht Toresäter (January-April), Jens Engwall, Lisa Dominguez Flodin (Chairman), David Mindus (April-Dec) and Claes Magnus Åkesson.

The Committee is considered to meet the requirements of the Companies Act as regards its composition and accounting and auditing expertise. According to the Swedish Corporate Governance Code (the “Code”), the majority of the Committee’s members are to be independent in relation to the company and management. Furthermore, at least one of the members who is independent in relation to the company and management must also be independent in relation to the company’s major shareholders. In Nyfosa’s case, half of the Committee members (Jens Engwall and David Mindus) are dependent in relation to the company and management, which is why Nyfosa deviates from the Code in this respect. However, the impendence requirement in relation to the company’s major shareholders is met. The deviation from the Code is due to the fact that the Board has deemed the current composition to be the most suitable for effectively and thoroughly performing the tasks of the Audit Committee. The Code was applied without any other deviations in 2023. The Audit Committee held nine meetings during the year and addressed matters on the company’s internal control and governance, sustainability efforts and the handling of quarterly closing and interim reporting.

Remuneration committee

The main tasks of the Remuneration Committee are to assist the Board by presenting proposals, providing advice and preparing matters regarding remuneration of and other terms of employment for the company’s CEO and principles for remuneration of company management. Furthermore, the task of the committee is to monitor and evaluate the outcome of variable remuneration programs, and Nyfosa’s compliance with the remuneration guidelines adopted by the General Meeting.

The members of the remuneration committee

The members of the remuneration committee are appointed by Nyfosa’s board of directors and there must always be at least two members. The chairman of the board will chair the committee. The members are elected annually at the statutory board meeting held directly after the annual general meeting. Under the Code, the members of the remuneration committee are to be independent in relation to the Company and Company management, although no such requirement applies to the chairman of the board. The members of the committee must also possess the necessary know-how and experience in matters relating to remuneration of senior executives. The Remuneration Committee in 2023 comprised Board members Marie Bucht Toresäter (April-December), Johan Ericsson (Chairman), Patrick Gylling (January-April) and Per Lindblad. The Remuneration Committee held two meetings in 2023 that addressed matters including remuneration of senior executives, the structure of incentive programs, the buyback of warrants, the structure of the remuneration report and the review of the company’s guidelines for remuneration of senior executives.