On 17 June 2021, the Board established a remuneration committee consisting of Leif West (committee chair) and Peter Wågström. The Remuneration Committee is primarily a preparatory body and submits proposals to the Board. The committee works in accordance with the most recently adopted rules of procedure, adopted by the Board on 23 August 2021. The main tasks of the Remuneration Committee are preparing information for the Board’s decisions in matters concerning remuneration principles, remuneration and other terms of employment for the company management, monitoring and evaluating ongoing programmes for variable remuneration to the company management and such programmes approved during the year, and monitoring and evaluating the application of the guidelines for remuneration to group management decided on by the General Meeting and current remuneration structures and levels in the company.
According to the Board’s rules of procedure, the tasks of the Audit Committee are to be conducted by the entire Board. The Audit Committee is primarily a preparatory body that develops proposals for the Board. The Audit Committee works in accordance with rules of procedure adopted by the Board. Its main tasks are, without impact on the Board’s responsibilities and tasks in general, to:
- monitor the company’s financial reporting;
- with regard to financial reporting, monitor the effectiveness of the company’s internal control and risk management;
- stay informed about the audit of the annual accounts and the consolidated accounts;
- quality-assure year-end reports and interim reports prior to board decisions;
- review and monitor the auditor’s impartiality and independence, paying particular attention to whether the auditor provides the company with services other than auditing services;
- approve the auditor’s advisory services;
- assist in the preparation of proposals for the General Meeting’s resolution on the auditor; and
- evaluate and approve the auditor’s audit plan regarding scope and priority areas.
Internal controls of financial reporting
Arlandastad Group has a framework for governing and managing risk that is an important part of the operational and strategic management of the company. The framework for governance consists of a code of conduct, policies and guidelines that regulate how the company is governed. The Board and the CEO are ultimately responsible for ensuring that internal controls are developed, communicated to and understood by the employees responsible for the individual control routines and for ensuring that the control routines are monitored, implemented, updated and maintained. Managers at the various levels are responsible for ensuring that internal controls are established within their own areas of activity and that these controls fulfil their purpose. At Group level, the CEO, together with the CFO, is responsible for ensuring that the necessary controls have been developed and followed up. Internal control includes control of the Group and the organisation, routines and follow-up measures. The purpose is to make sure reliable and correct financial reporting occurs to ensure that the company’s and the Group’s financial reporting is prepared in accordance with legislation, applicable accounting standards and other requirements. The internal control system also aims to monitor compliance with the Group’s policies, principles and instructions. In addition, the system ensures that the company’s assets are protected and that the company’s resources are utilised in a cost-effective and appropriate manner.
The Board is responsible for the company’s sustainability strategy and for managing the associated risks and opportunities. The Board’s responsibility includes monitoring compliance with the Group’s code of conduct, which is based on principles in the areas of social responsibility, the environment and business ethics. The Board adopts the Group’s policies, including the Code of Conduct, and Group Management defines sustainability goals. The code of conduct is communicated regularly through information to and training of the Group’s employees. The responsibility for implementing the code of conduct and following up compliance lies with the CEO and other members of Group Management.