Saab 2011 Annual Report Download - page 142

e Audit Committee’s assignment is set forth in the Board’s rules of
procedure. Among other things, the Audit Committee shall monitor
the company’s nancial reporting, monitor the eciency of the com-
pany’s internal control, internal audit and risk control in respect of
the nancial reporting, keep itself informed about the audit of the
annual report and the group accounts, review and monitor the audi-
tor’s neutrality and independence, and assist the Nomination Com-
mittee in preparing proposal for the Shareholders’ Meeting’s deci-
sion on election of auditors. e company’s internal and external
auditors are both co-opted to the meetings of the Audit Committee.
During , the Audit Committee focused particularly on the nan-
cial reporting, the budget, Saab’s business plan, and the recruitment
of a new internal auditor.
e Audit Committee keeps minutes of its meetings, which are
promptly distributed to the other members of the Board.
In , the Committee held eight meetings.
Remuneration Committee
e Board of Directors has in accordance with principles set out in
the Code appointed a Remuneration Committee consisting of three
members: Marcus Wallenberg, Sten Jakobsson and Lena Treschow
Torell. Lena Treschow Torell is Chairman of the committee. All of
the members are independent of the company and the management.
e General Counsel, Anne Gynnerstedt, was secretary to the com-
mittee during .
e Remuneration Committee prepares Board matters concern-
ing principles for remuneration, remunerations and other terms of
employment for the Group Management, monitors and evaluates
programmes for variable remuneration for the Group Management,
both ongoing and those that have ended during the year, and moni-
tors and evaluates the application of the guidelines for remuneration
for the Group Management that the Annual General Meeting has
adopted as well as the current remuneration structures and levels in
the company. e Remuneration Committee shall also propose
guidelines for remuneration of senior executives to be submitted to
the Annual General Meeting following resolution by the Board of
Directors. Matters concerning employment terms, compensation and
other benets for the CEO are prepared by the Remuneration Com-
mittee and adopted by the Board. It is the Remuneration Committee
who is responsible for the interpretation and application of the guide-
lines of remuneration for senior executives. e Remuneration Com-
mittee has no decision-making powers of its own. During the year,
the Remuneration Committee was particularly involved in a review
of xed and variable salaries and structuring the long term incentive
programme for senior executives and strategic key employees.
e Remuneration Committee keeps minutes of its meetings,
which are promptly distributed to the other members of the Board.
In , the Committee held three meetings.
Evaluation
e Chairman of the Board annually performs an evaluation of the
quality of the Board’s work and possible improvements to the forms
and eciency of its work. e members ll out a questionnaire on
their opinions of how well the Board is functioning. e results are
then compared with previous years. e questionnaire consists of
ve parts covering the breadth of competence represented in the
Board, the manner in which its work is performed, the Chairman,
the Board’s composition and the co-operative atmosphere. e pur-
pose of the evaluation is to understand the Board Members’ opinion
about the Board’s work. e results are then discussed by the Board.
No external consultants are involved in the evaluation.
e Nomination Committee is also informed of the results of the
evaluation in connection with its analysis, evaluation and appoint-
ment of Board Members.
e Board continuously evaluates the CEO’s work by monitoring
business results in relation to established objectives. During  the
Board Members have also evaluated the CEO’s work by responding
to a questionnaire about the CEO within the areas of strategy, per-
formance, organisation, people and leadership.
President and CEO
e President and CEO of Saab, Håkan Buskhe, is also a Member of
the Board. His signicant professional commitments outside the
company, work experience, etc. are set forth in the presentation of
the Board of Directors and the Group Management, see -.
Håkan Buskhe does not own shares in any company with which Saab
has material business ties.
Guidelines for remuneration and other benefits for
senior executives
e guidelines for remuneration and other benets for senior execu-
tives can be found in the administration report.
Auditor
On behalf of the shareholders and in accordance with current laws
and regulations, the external auditor examines the nancial state-
ments, group accounts, annual report and administration and man-
agement of the company by the Board of Directors and the CEO and
also the Corporate Governance Report. In addition, the Half-Year
Report has been reviewed by the auditor. e auditor also presents
an Auditor’s Report to the Annual General Meeting.
e Shareholders’ Meeting elects the auditors. e rm that was
elected as new auditor by the Shareholders’ Meeting  is the regis-
tered accounting rm PricewaterhouseCoopers. Previous auditors
were the accounting rms Ernst & Young and Deloitte.
PricewaterhouseCoopers
tElected in  for the term -
tAuditor in charge is Håkan Malmström
t Other audit assignments: Gambro, Karo Bio, NCC and Nord-
stjernan
138 SAAB ANNUAL REPORT 2011
CORPORATE GOVERNANCE REPORT