AAK Annual Report 2017

84 relating to remuneration to the CEO 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 2017, the members of the Remuneration Committee were Mikael Ekdahl (Chairman) and Märta Schörling Andreen. The recommendations of the Remunera- tion Committee to the Board include principles for remuneration, WKH UHODWLRQVKLS EHWZHHQ ¿[HG DQG YDULDEOH VDODU\ FRQGLWLRQV IRU SHQVLRQV DQG VHYHUDQFH SD\ DQG RWKHU EHQH¿WV SD\DEOH WR WKH management. Remuneration to the CEO of the Group has been decided by the Board on the basis of the recommendations of the Remuneration Committee. Remuneration to other senior execu- WLYHV KDV EHHQ GHFLGHG E\ WKH &KLHI ([HFXWLYH 2I¿FHU LQ FRQVXOWD - tion with the Remuneration Committee. For further information, see page 66. During 2017, the Remuneration Committee met on two occasions, on which both members attended. The Board’s proposal for guidelines for remuneration to senior executives can be found in Note 8, and will be put to the Annual General Meeting in 2018 for a decision. Audit Committee During 2017, the members of the Audit Committee were Gun Nilsson (Chair), Märta Schörling Andreen and Lillie Li Valeur. The Committee held four ordinary meetings during the year, which the Company’s external auditors and representatives of the manage- ment team attended. Areas dealt with by the Audit Committee primarily related to planning, scope and follow-up of the audit for the year. Other issues dealt with include risk management, integration and systematics of Group procedures, coordination of insurance issues, corporate governance, internal control, account- LQJ UXOHV GHYHORSPHQW RI WKH JOREDO ¿QDQFH IXQFWLRQ ¿QDQFLQJ operations and other issues that the Board has requested the Committee to prepare. Under the provisions of Chap. 8, Section 49 D RI WKH 6ZHGLVK &RPSDQLHV $FW DW OHDVW RQH PHPEHU of the Audit Committee must be independent in relation to major shareholders in the Company, and have expertise in accounting or DXGLWLQJ DQG WKH &RPSDQ\ IXO¿OV WKLV UHTXLUHPHQW RI WKH &RGH External auditors AAK’s auditors are appointed by the Annual General Meeting. At the Annual General Meeting in 2017, the audit company Pricewa- terhouseCoopers AB was re-elected as auditors up to and includ- LQJ WKH $QQXDO *HQHUDO 0HHWLQJ LQ 6R¿D *|WPDU %ORPVWHGW Authorized Public Accountant, was appointed auditor in charge. 6R¿D *|WPDU %ORPVWHGW DOVR KDV DXGLWLQJ WDVNV LQ FRPSDQLHV LQFOXGLQJ &RRS 6YHULJH 2DWO\ *HQRYLV $% 3nJHQJUXSSHQ $% and Beijer Electronics Group AB. All services requested in addi- tion to the statutory audit are tested separately to ensure there is QR FRQÀLFW DULVLQJ LQYROYLQJ LQGHSHQGHQFH RU GLVTXDOL¿FDWLRQ 1R agreements with related parties exist. Operational management It is the task of the CEO to lead operations in accordance with the guidelines and instructions of the Board. In conjunction with this, the CEO shall use the required control systems to ensure the company complies with applicable laws and ordinances. The CEO reports to the Board meetings and shall ensure the Board receives as much factual, detailed and relevant information as is required for the Board to reach well-informed decisions. The CEO also maintains continual dialogue with the Chairman of the Board and NHHSV KLP LQIRUPHG RI WKH GHYHORSPHQW DQG ¿QDQFLDO SRVLWLRQ RI the Company and the Group. AAK’s Group management team consists of eleven persons from VL[ FRXQWULHV WKH DFWLQJ &(2 DQG &)2 ZKR DOVR LV UHVSRQVLEOH IRU +5 &02 &72 DQG 3UHVLGHQW (XURSHDQ 6XSSO\ &KDLQ DV ZHOO DV seven persons in charge of business areas/countries. The Group management team meets every other month and deals with the *URXS¶V ¿QDQFLDO GHYHORSPHQW LQYHVWPHQWV V\QHUJ\ DQG SUR - ductivity projects, acquisitions, Group-wide development projects, leadership and competence supply and other strategic issues. The meetings are chaired by the CEO, who make decisions in consulta- tion with the other members of the Group management team. The Group has a small number of Group employees, who are respon- VLEOH IRU *URXS ZLGH DFWLYLWLHV VXFK DV ¿QDQFLDO SHUIRUPDQFH WD[ IT, internal audit, strategy, investor relations, information and legal issues. The CEO and Group management team are presented on pages 34–35. For remuneration principles and salaries and other fees paid to the CEO and Group management team, please see Note 8. AAK’s business areas are Food Ingredients, Chocolate & Confectionery Fats and Technical Products & Feed. The heads of each business area/country are responsible for goals, strategies, product development and day-to-day business issues, as well as IRU SUR¿W FDVK ÀRZ DQG EDODQFH VKHHWV IRU WKH XQLW LQ TXHVWLRQ The business areas in turn are organized into different sectors with responsibility for day-to-day business issues. Direction is exercised through internal boards, which meet four times a year. AAK’s CEO chairs the meetings. Other executives are co-opted as necessary. In all countries where AAK has subsidiaries, a Country Manager has legal charge of operations. The Country Manager’s task is to represent AAK vis-à-vis public authorities in the country, to coordinate operations on the ground, organization and Group- wide procedures/projects and to ensure that Group-wide guidelines are complied with. For each such country, one member of the Group management team has been appointed to have overrid- ing responsibility for operations. This person is the superior of the Country Manager, and in most cases acts as chairman of the local legal board. The Board’s description of internal control and risk PDQDJHPHQW UHODWLQJ WR ¿QDQFLDO UHSRUWLQJ The Board is responsible for AAK’s internal control, the overall purpose of which is to protect the owners’ investments and the Company’s assets. The Board shall provide a description of how LQWHUQDO FRQWURO DQG ULVN PDQDJHPHQW UHODWLQJ WR ¿QDQFLDO UHSRUWLQJ are organized in a separate section of this Corporate Governance 5HSRUW ,QWHUQDO FRQWURO UHODWLQJ WR ¿QDQFLDO UHSRUWLQJ LV D SUR - cess involving the Board, the company management team and personnel. The process has been designed to ensure the reliability of external reporting. According to the commonly accepted framework established for this purpose, internal control is usually described IURP ¿YH GLIIHUHQW DVSHFWV ZKLFK DUH GHVFULEHG EHORZ 7KH FRQWURO environment forms the basis for internal management and control. Risk assessment and risk management mean that the manage- ment is aware of and has itself assessed and analyzed risks and threats to operations. Control activities are the measures and procedures designed by the management to prevent errors from arising and for discover- ing and correcting errors that do arise. In order for individual tasks to be carried out in a satisfactory manner, the personnel in an organization need to have access to current and relevant informa- WLRQ 7KH ¿QDO PRGXOH RI WKH PRGHO UHODWHV WR IROORZ XS RI LQWHUQDO management and the design and effectiveness of controls.