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 current audit committee comprises board members Ulrika Danielsson (chairman), David Mindus, Jens Engwall 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.
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.