AAK Annual Report 2018

112 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 commit- tees 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 remuneration to the Chief Executive Officer and senior executives shall be prepared by the Remu- neration Committee. The Remuneration Committee prepares and presents proposals to the Board relating to remuneration to the CEO and other senior execu- tives. The final task of the Remuneration Committee is to monitor and evaluate the ongoing programs for variable remuneration of the company management team, and programs terminated during the year, as well as the application of the guidelines for the remuneration of senior executives and the current remuneration struc- ture and remuneration levels in the Company. During 2018, the members of the Remuneration Committee were Georg Brunstam (Chairman) and Märta Schörling Andreen. The recommendations of the Remuneration Committee to the Board include principles for remu- neration, the relationship between fixed and variable salary, conditions for pensions and severance pay and other benefits payable to the management. Remu- neration 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 executives has been decided by the Chief Executive Officer in consultation with the Remuner- ation Committee. For further information, see page 83. During 2018, 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 2019 for a decision. Audit Committee During 2018, the members of the Audit Committee were Gun Nilsson (Chair), Märta Schörling Andreen and Lillie Li Valeur. The Audit Committee held four ordinary meetings during the year, which the Company’s external auditors and representatives of the management 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, accounting rules, develop- ment of the global finance function, financing operations and other issues that the Board has requested the Audit Committee to prepare. Under the provisions of Chap. 8, Section 49 a, of the Swedish Companies Act (2005:551), at least one member of the Audit Committee must be independent in relation to major shareholders in the Company, and have expertise in accounting or auditing, and the Company fulfils this requirement of the Code. External auditors AAK’s auditors are appointed by the Annual General Meeting. At the Annual General Meeting in 2018, the audit company PricewaterhouseCoopers AB was re-elected as auditors up to and including the Annual General Meeting in 2019. Sofia Götmar-Blomstedt, Authorized Public Accountant, was appointed auditor in charge. Sofia Götmar-Blomstedt also has auditing engagements in companies including Coop Sverige, Scandic Hotels Group AB, Genovis AB, Pågengruppen AB and Beijer Electronics Group AB. All services requested in addition to the statutory audit are tested separately to ensure there is no conflict arising involving independence or disqualification. No agreements with related parties exist. Operational management It is the task of the CEO to lead operations in accord- ance 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 regulations. 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

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