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 and it is to comprise the least 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 Lisa Dominguez Flodin (chairman), Jenny Wärmé, Marie Bucht Toresäter and Jens Engwall and the committee is deemed to meet the requirements of the companies act on independence and expertise in accountancy and auditing.
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.
The members of the remuneration committee
The members of the remuneration committee are appointed by Nyfosa’s board 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 current remuneration committee comprises board members Johan Ericsson (chairman), Per Lindblad and Mats Andersson and the committee is deemed to meet the Code’s requirements on independence.