AAK Annual Report 2016

81 Remuneration and audit issues are prepared within the respective committees. The Board holds a statutory meeting immediately after the Annual General Meeting. At this meeting, the Board’s working practices are also adopted, as are the instructions to the CEO and the Committees and other internal management instruments. The current Board held its statutory meeting on May 11, 2016 at which meeting all members were in attendance. Chairman of the Board At the Annual General Meeting held on May 11, 2016 Melker Schörling was elected Chairman of the Board. The role of the Chairman of the Board is to lead the work of the Board and ensure WKH %RDUG IXO¿OV LWV WDVNV 7KH &KDLUPDQ VKDOO PRQLWRU WKH SURJUHVV of the business in dialogue with the CEO, and is responsible for ensuring the other members continuously receive the informa- tion required to carry out the work on the Board, maintaining the required quality and in accordance with the Swedish Companies Act and other applicable laws and ordinances, the Articles of Association and the working practices of the Board. The Chairman is responsible for ensuring the Board constantly develops its know- ledge about the Company, that an evaluation of the Board’s work is carried out and that the Nomination Committee is provided with this evaluation. The Chairman shall also participate in evaluation and development issues relating to senior executives in the Group. The work of the Board in 2016 The Board held eight meetings during the year. All business area managers reported on the goals and business strategies of the EXVLQHVV DUHDV 7KH %RDUG KDV KDQGOHG LVVXHV UHODWLQJ WR VWDI¿QJ and organization, Decisions have been made relating to invest- ments, acquisitions and disposals. Other areas handled are the Group’s work on raw materials supply, risk management and the Company’s strategy for capital structure and borrowing. Attendance at Board and committee meetings in 2016 Member Board of Directors Audit Committee Remuneration Committee Number of meetings 8 5 1 Marianne Kirkegaard 7 Lillie Li Valeur 8 5 Märta Schörling Andreen 8 3 Arne Frank 8 Leif Håkansson 8 Melker Schörling 8 1 Ulrik Svensson 8 5 1 Annika Westerlund 8 Information about the members of the Board can be found on pages 28–29. Fees to Board members According to the decision of the Annual General Meeting, the total fees to the Board amounted to SEK 2,580,000, to be allocated be- tween the members as follows: SEK 650,000 to the Chairman and SEK 320,000 to each of the other members elected at the Annual General Meeting who are not employed by the company. The Chairman of the Audit Committee received SEK 250,000 and the members SEK 125,000 each. The Chairman of the Remuneration Committee received SEK 100,000 and the member SEK 50,000. The CEO, the secretary to the Board and employee representa- tives to the Board do not receive any compensation other than for costs in connection with their participation in Board activities. For further information about remuneration to members of the Board, please see page 64. Evaluation of the CEO The Board continuously evaluates the work and competence of the CEO and the Company’s management team. This is discussed at least once a year without representatives of the Company manage- ment being present. Guidelines for remuneration of senior executives The 2016 Annual General Meeting approved the principles for the remuneration of senior executives. The principles for the remuneration of AAK’s senior executives are designed to ensure, from an international perspective, that AAK can offer compensa- tion that is competitive and at the prevailing market level to attract DQG UHWDLQ TXDOL¿HG SHRSOH 7KH WRWDO UHPXQHUDWLRQ SDFNDJH SDLG WR VHQLRU H[HFXWLYHV VKDOO FRQVLVW RI ¿[HG EDVLF VDODU\ DQQXDO variable salary, pension, company car and severance payment. 7KH ¿[HG VDODU\ VKDOO EH LQGLYLGXDOO\ GLIIHUHQWLDWHG RQ WKH EDVLV of responsibility and performance, and shall be set on market principles and revised annually. In addition to annual salary, senior executives shall also receive a variable salary, which shall have a pre-set ceiling and be based on the outcome in relation to goals set annually. The goals shall be related to the company’s performance and shall also be able to be linked to individual areas of responsi- bility. The annual variable portion must not exceed 110 percent RI WKH ¿[HG VDODU\ ,Q DGGLWLRQ WR WKH YDULDEOH VDODU\ PHQWLRQHG share or share-price related incentive programs may be added as determined from time to time by the Annual General Meeting. The right to a pension for senior executives shall apply from the age of 60 at the earliest. Pension plans for senior executives shall be HLWKHU GH¿QHG EHQH¿W RU GH¿QHG FRQWULEXWLRQ SODQV RU D FRPELQD - tion of the two. In the event of termination of employment by the Company, the notice period for the President and other senior executives shall be twelve months, and they shall be entitled to receive severance pay with a pre-determined ceiling correspon- ding to twelve months’ salary. For termination of employment by the employee, a notice period of six months shall normally apply and no severance pay shall be payable. These guidelines will cover those persons who are in Group management posi- tions during the period of time in which the guidelines apply. The guidelines apply to agreements entered into after a resolution by the Annual General Meeting, and in the event that changes are made to existing agreements after this point in time. The Board will be entitled to diverge from the guidelines if there are particular reasons to do so in an individual case. Board committees Audit and remuneration issues within the Board are handled in committees, whose task it is to prepare issues arising and submit proposals for decisions to the Board. The tasks and working practices of the committees are determined by the Board in written instructions, which constitute part of the Board’s working practices. Remuneration Committee In accordance with the Board’s working practices, issues of remu- QHUDWLRQ WR WKH &KLHI ([HFXWLYH 2I¿FHU DQG VHQLRU H[HFXWLYHV VKDOO be prepared by the Remuneration Committee. The Remuneration Committee prepares and presents proposals to the Board relating to remuneration to the President and other senior executives. 7KH ¿QDO WDVN RI WKH 5HPXQHUDWLRQ &RPPLWWHH LV WR PRQLWRU DQG evaluate the ongoing programs for variable remuneration of the company management team, and programs terminated during the year, as well the application of the guidelines for the remuneration of senior executives and the current remuneration structure and remuneration levels in the company. During 2016, the members of the Remuneration Committee were Melker Schörling (Chairman)