The Board has appointed a Remuneration Committee, which consists ofthe Chairman, Petter Stillström, and Board members Hans Franzén and Ingrid Nordlund. The Remuneration Committee prepares “the Board’s proposals for policies for senior executives’ remuneration” and the application
of these. The proposal is discussed by the Board and is subsequently presented to the Annual General Meeting for approval. Based on the resolution of the Annual General Meeting, the Board decides on the remuneration of the Managing Director. Based on the proposal of the Managing
Director, the Remuneration Committee passes a resolution on the remuneration of other members of Group management. The Board is informed terms of appointment for Group management shall be set at competitive levels. In addition to base salary, Group management may also receive variable remuneration, which is capped at 58% of base salary. Compared with 2016, the level for variable pay in relation to fixed pay is unchanged. Senior executives in the OEM Group shall have market-competitive, premium-based pension schemes, capped at 30% of fixed pay. The pension scheme level is the same as for 2016. All share-related incentive schemes are to be decided by the Annual General Meeting. At present, there are no such incentive schemes. The maximum term of notice is 24 months and shall also include the obligation to work during the term of notice. The Remuneration Committee met twice in the year to review and approve the above policy proposals. Guidelines for the remuneration of senior executives will be proposed for adoption at the 2018 Annual General Meeting and are presented on page 33 of this report.
During the year, the Board has had a special Audit Committee consisting of Chairman Ulf Barkman and Petter Stillström. The Audit Committee shall, without it otherwise affecting the Board’s responsibilities and duties, oversee the company’s financial reporting and the efficiency of the company’s internal control activities and risk management relating to the financial reporting, keep itself informed about the audit of the Annual Report and consolidated financial statements, examine and monitor the objectivity and independence of the auditor and specifically pre-approve any services that the auditor provides the company with other than audit-related services. The Audit Committee evaluates the audit work that has been carried out and informs the company’s Nomination Committee of the results of the evaluation and assists the Nomination Committee in preparing proposals for auditors and remuneration of the auditors’ work. The Audit Committee has convened on four occasions and has met with an external auditor on three of them. The Board and the Audit Committee have held a review meeting with and received a report from the company’s external auditor in connection with the Board meeting in February 2018 at which the Board approved the annual financial statements. The auditors’ reports have not led to any specific measures by the Board or the Audit Committee.