Saab 2011 Annual Report Download - page 141

ATTENDANCE AND BOARD REMUNERATION IN 2011
Name Audit Committee
Remu-
neration
Committee
Attendance
Board-
meetings1)
Attendance
Committee
meetings 2)
Board fees,
kSEK 3)
Audit Commit-
tee fees, kSEK
Remuneration
Committee
fees, kSEK
Total
remu-
neration,
kSEK
Marcus Wallenberg X 9 3 1,100 80 1,180
Håkan Buskhe 4) 9- -
Johan Forssell X 9 8 425 100 525
Sten Jakobsson 5) X 8 2 425 80 505
Michael O’Callaghan 6) 1- -
Per-Arne Sandström X 9 8 425 150 575
Cecilia Stegö Chilò 9 425 425
Åke Svensson 8 425 425
Lena Treschow Torell X 7 3 425 135 560
Joakim Westh X 9 8 425 100 525
1) Of a total of 9 meetings
2) Of a total of 8 meetings for Audit Committee and 3 meetings for Remuneration Committee
3) The President and CEO Håkan Buskhe does not receive a fee.
4) New election April 2011, Håkan Buskhe participated in the year’s first two meetings as President and CEO.
5) Member of the Remuneration Committee since 7 April 2011, and thereafter two meetings of Remuneration Committee were held.
6) New election April 2011. Resigned from the Board on 16 June 2011
Accordingly, the company fulls the requirements of the Code that a
majority of the Board Members appointed by the Shareholders’
Meeting are independent of the company and the management, and
that at least two of them are independent of the major shareholders.
Work of the Board
According to the Board’s rules of procedure, six ordinary meetings
shall normally be held each year, in addition to the statutory meet-
ing. e Board may also meet whenever circumstances demand.
During , the Board held one statutory meeting, six ordinary
meetings and two extraordinary meetings, totalling nine meetings.
e Board annually adopts rules of procedure and an instruction on
the allocation of work between the Board and the President and CEO,
as well as an instruction on nancial reporting to the Board.
e rules of procedure contain, i.a. provisions on the number of
board meetings to be held, a list of matters to be considered at the meet-
ings, reporting from the auditor and special decisions to be taken at the
statutory meeting. e rules of procedure and special instruction for
the CEO set forth the delegation of responsibilities between the Board
and its two committees, the Remuneration Committee and the Audit
Committee, as well as between the Board and the CEO. e instruction
for the CEO sets out the CEO’s duties and authority. e instruction
also includes policies on investments, nancing and reporting.
During the course of the year, the Board was assisted by the Secre-
tary of the Board of Directors, General Counsel Anne Gynnerstedt,
who is not a member of the Board. Anne Gynnerstedt le her position
as General Counsel of Saab in January .
e Board of Directors’ meetings follow a determined and pre-
approved agenda. Prior to the meetings the Board Members receive
documentation in support of the issues that are on the agenda. At each
Board meeting, the CEO presents a Market and Operations Report.
Financial reports are prepared monthly and submitted to the Board.
e reports are presented at each Board meeting and before the quar-
terly reports and year-end report. Furthermore, the Board regularly
reviews and considers investments, mergers and acquisitions and
divestments. In , the Board of Directors has reviewed and adopted a
budget and a business plan. e Board has also focused on the compa-
ny’s strategy and followed up on signicant export opportunities and
related marketing investments.
Committee work represents an important part of the Board’s work.
Aer meetings of the Audit and Remuneration Committees, the issues
that have been handled are reported to the Board, and resolutions are
adopted on issues where the committees have prepared matters for res-
olution by the Board.
Board of Directors’ committee work
Audit Committee
e Board of Directors has, in accordance with the principles set out
in the Swedish Companies Act and the Code, appointed an Audit
Committee consisting of three members. e work of the Audit
Committee is mainly of a preparatory nature, i.e., it prepares matters
for the ultimate resolution by the Board. However, the Audit Com-
mittee has certain limited decision-making power. e Audit Com-
mittee has e.g. established guidelines for services other than auditing
that the company may procure from auditors.
Since the Annual General Meeting in April , the Audit Com-
mittee has consisted of the following members: Per-Arne Sandström
(Chairman), Johan Forssell and Joakim Westh, of whom Per-Arne
Sandström and Joakim Westh are independent of the company and
the management as well as of the major shareholders. All members
of the committee have accounting competence and auditing compe-
tence. e General Counsel, Anne Gynnerstedt, was Secretary to the
Audit Committee during .
SAAB ANNUAL REPORT 2011 137
CORPORATE GOVERNANCE REPORT