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 to the board and do not have any power of decision.
The main tasks of the audit committee are, without otherwise affecting the board’s responsibilities and duties, to ensure that a satisfactory level of control over risk management, internal control, accounting and financial reporting exists and ensure that Nyfosas’s financial reporting is prepared in accordance with laws, other relevant regulations and applicable accounting standards. The committee is also tasked with reviewing and monitoring the auditor’s independence and objectivity, paying particular attention to whether the auditor provides services to Nyfosa outside the scope of his/ her audit. The committee also assists the nomination committee by making proposals to the annual general meeting on the appointment of auditors. Furthermore, the committee is to inform the board of the results of the audit, including how the audit has contributed to the reliability of Nyfosa’s financial reporting.
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 current audit committee comprises board members Jens Engwall, Lisa Dominguez Flodin (chairman), David Mindus and Claes Magnus Åkesson. The committee is deemed to meet the requirements of the companies act on composition and expertise in accountancy and auditing. According to the Swedish Code of Corporate Governance (the ”Code”) the majority of the committee’s members are to be independent in relation to the company and its executive management. Further, at least one of the members who is independent in relation to the company and its executive management is also to be independent in relation to the company’s major shareholders. Half of the members of Nyfosa’s audit committee (Jens Engwall and David Mindus) are dependent in relation to the company and its executive management, why Nyfosa deviate from the Code in this regard. The requirement with regards to independence in relation to the company’s major shareholders is however meet. The board of directors considers the current composition to be best suited for an efficient and thorough execution of the audit committee’s task, hence the deviation from the Code.
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 Nyfosa’s CEO and principles for remuneration of Company management. These duties include preparing the board’s proposal for guidelines for the remuneration of senior executives. The guidelines include the relationship between fixed and any variable components of the remuneration as well as the link between performance and remuneration, the principal terms of any bonus and incentive programmes and the general terms for non-monetary benefits, pensions, employment termination and severance pay. However, any share-based incentive programmes are specifically determined by the general meeting. Furthermore, the task of the remuneration committee is to monitor and evaluate the outcome of variable remuneration programmes, and Nyfosa’s compliance with the remuneration guidelines adopted by the general meeting.