The Board instructions stipulate that there must be a Remuneration Committee and an Audit Committee that report to the Board. Members of the committees are appointed annually from within the Board at the statutory meeting.

Audit Committee

The Audit Committee’s work and responsibilities

Through the Audit Committee, the Board procures auditing services, maintains ongoing contact with the company’s auditors and works to ensure that a sound internal control function and formalized procedures are in place to enable monitoring and assessment of the company’s financial situation.

The Audit Committee ensures compliance with the principles for financial reporting and internal control. The Committee formulates guidelines for the company’s financial reporting and follow-up, and has the right to determine the focus of the internal audit. The Committee examines the procedures for reporting and financial controls as well as the work, qualifications and independence of the external auditors. The Committee also follows up the effectiveness of the internal control systems and reviews the company’s financial reports. For further information regarding the responsibilities of the Audit Committee, refer to ‘The Board of Directors’ report on internal control’ on page 98–99.

The Audit Committee’s composition and work in 2023

In 2023, the Audit Committee comprised Henrik Lange (Chairman), Dennis Jönsson and Lilian Fossum Biner with the Group Controller serving as secretary. The company’s Chief Financial Officer, the Head of the Internal Audit Function and the company’s auditors also participate in the Committee’s meetings.

The Audit Committee held 6 meetings during 2023, out of which 5 were digital. Recurring items addressed at meetings included financial reports and a debriefing from the external auditors, planning external and internal audits, internal control processes, and Group provisions and allocations. In addition, the following were discussed:

• the finance policy and capital structure strategy, the update of the EMTN program and the company’s Treasury Policy,
• review of the outcome of the self-assessment in 2023 of managers regarding internal control points,
• the review of the Sustainability Report,
• International tax compliance projects initiated by the EU and OECD,
• follow-up on non-audit-services,
• Upcoming CSRD reporting for 2024, including a limited review of the preparations,
• the reporting of environmentally sustainable activities in 2023 according to the EU taxonomy.
• propose auditors for the Annual General Meeting

Remuneration Committee

The Remuneration Committee’s work and responsibilities

Through the Remuneration Committee, the Board determines salaries and remuneration for the President and senior executives. The Remuneration Committee is involved in recruitment, appointments, and matters pertaining to other conditions of employment relating to the President and Group management. The Committee is responsible for preparing the Executive Remuneration Policy to be resolved on by the Annual General Meeting and for submitting proposals to the Board regarding the remuneration report, which is to be prepared by the Board of Directors each fiscal year and be presented to the Annual General Meeting for approval. In addition, the Committee submits proposals to the Board on matters regarding salary and employment terms for the President and for senior executives reporting directly to the President.

The Remuneration Committee’s composition and work in 2023

In 2023, the Remuneration Committee comprised Dennis Jönsson (Chairman), Jörn Rausing and Ulf Wiinberg. President Tom Erixon and Pascale Gimenez, Executive Vice President Human Resources, also participate in the Committee´s meetings. Minutes were taken separately or directly in the corresponding Board minutes.

The Remuneration Committee held two meetings in 2023. Recurring items addressed included the objectives of short-term (STI) and long-term (LTI) incentive plans as well as compensation to senior executives. In addition, the following items were also addressed:

• A proposal to the Board regarding a remuneration report for 2022 that were presented at the 2023 Annual General Meeting. The report describes how the Executive Remuneration Policy was applied in 2022.