Committees within the Board

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

Audit Committee

The Audit Committee’s work and responsibilities

The Audit Committee is established by the Board of Directors to assist the Board in discharging its duties primarily with respect of review and control of the internal control system, reporting process, internal audit functions and external audit process as well as the relations with the external auditors.

A part of the Committee’s work is to be responsible for the preparation of the Board of Directors’ work to ensure the quality of the company’s financial statements and sustainability reporting. The Audit Committee is also to review the company’s financial statements and sustainability reports. The Committee shall further review the processes implemented by the company to ensure that the financial statements and sustainability reporting derive from the underlying systems as well as comply with applicable laws, standards, and other requirements.

Another responsibility of the Committee is to review the proposed internal audit plan as well as activities, resources, and organizational structure of the internal audit function to ensure the effectiveness of the function. Further, the Committee is to examine the work, qualifications, and independence of the external auditors and to prepare a proposal to the Nomination Committee for the Annual General Meeting’s resolution on election of external auditors. For further information regarding the responsibilities of the Audit Committee, refer to “The Board of Directors’ report on internal control” on pages 78-79.

The Audit Committee’s composition and work in 2024

In 2024, the Audit Committee comprised Henrik Lange (Chairman), Dennis Jönsson and Lilian Fossum Biner with the head of Group Accounting, Consolidation and Taxes serving as secretary. The company’s Chief Financial Officer, the Head of the Internal Audit Function, the Group Treasurer and the company’s auditors also participate in the Committee’s meetings.

The Audit Committee held 6 meetings during 2024, out of which 5 were digital. Recurring items addressed at meetings included financial and sustainability reports and a debriefing from the external auditors, planning external and internal audits, internal control processes, update on sustainability/CSRD matters, tax matters, follow up on non-audit services, 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,
• Tendering process for selection of auditors, and
• Proposal of auditors for the Annual General Meeting.

Remuneration Committee

The Remuneration Committee’s work and responsibilities

The Remuneration Committee is established by the Board of Directors to assist the Board in discharging certain of its duties with respect to remuneration. The Committee prepares and decides on proposals to the Board regarding remuneration and other key employment terms for the President. The Remuneration Committee shall further, with application of the Executive Remuneration Policy established by the Annual General Meeting, resolve on remuneration and other key employment terms for the members of Group Management other than the President.

Another responsibility of the Committee is to monitor and evaluate the application of the Executive Remuneration Policy adopted by the Annual General Meeting and, when deemed necessary, prepare a proposal for Executive Remuneration Policy to the Annual General Meeting to resolve upon. The Committee is also responsible for submitting proposals to the Board regarding the remuneration report, which is to be prepared by the Board of Directors each fiscal year and presented to the Annual General Meeting for approval.

The Remuneration Committee’s composition and work in 2024

In 2024, the Remuneration Committee comprised of 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 2024. 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 Remuneration Committee also addressed a proposal to the Board regarding the remuneration report for 2023, presented at the 2024 Annual General Meeting. The report describes how the Executive Remuneration Policy was applied in 2023.