Saab 2014 Annual Report Download - page 61

for ultimate resolution by the Board. e Audit Committee has
certain limited decision-making power. For example, the Committee
has established guidelines for services other than auditing that the
company may procure from its auditors.
e Audit Committee consists of the following members:
Per-Arne Sandström (Chairman of the Committee), Johan Forssell
and Joakim Westh, of whom Per-Arne Sandström and Joakim Westh
are independent of the company and its management as well as of the
major shareholders. All members of the committee have accounting
or auditing competence. e General Counsel, Annika Bäremo, was
Secretary to the Audit Committee during 2014.
e Audit Committee’s assignment is set forth in the Board’s rules
of procedure. Among other things, the Audit Committee shall moni-
tor the company’s nancial reporting, monitor the eciency of the
company’s internal control, internal audit and risk management in
respect of the nancial reporting, keep informed about the audit of
the annual report and group accounts, review and monitor the audi-
tors’ neutrality and independence, and assist the Nomination Com-
mittee in preparing proposals for the Shareholder Meeting's decision
on election of auditors. In addition, the Audit Committee annually
monitors and evaluates the eectiveness and appropriateness of the
company’s business ethics programme, including the Code of Con-
duct, keeping informed of material deviations or non-compliance
with the company’s ethical standards, including whistleblower
reports, through regular reporting from the Ethics and Compliance
Board. e company’s external auditor is co-opted to the meetings of
the Audit Committee. During 2014, the Audit Committee focused on
current issues involving the company’s nancial position, nancial
reporting, budget, internal control and questions related to the
company’s business ethical standards and also assisting the Nomina-
tion Committee ahead of the election of auditors at the Annual
General Meeting 2015.
e Audit Committee keeps minutes of its meetings, which are
promptly distributed to the other members of the Board.
In 2014, the Committee held six meetings.
Remuneration Committee
In accordance with principles set out in the Code, the Board of Direc-
tors has 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 the
members are independent of the company and its management. e
General Counsel, Annika Bäremo, was secretary to the committee
during 2014.
e Remuneration Committee’s tasks are to prepare the Board’s
resolutions on remuneration principles, remuneration and other
terms of employment for the Group Management, monitor and
evaluate variable remuneration programmes for the Group Manage-
ment, both ongoing and those ended during the year, and monitor
and evaluate the application of the remuneration guidelines for
senior executives adopted by the Annual General Meeting as well as
the current remuneration structures and levels in the company. e
Remuneration Committee also proposes remuneration guidelines
for 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 Presi-
dent are prepared by the Remuneration Committee and adopted by
the Board. e Remuneration Committee is responsible for the inter-
pretation and application of the remuneration guidelines for senior
executives. e Remuneration Committee has no decision-making
powers of its own. During 2014, the Remuneration Committee was
particularly involved in issues related to the company’s long-term
incentive programme.
e Remuneration Committee keeps minutes of its meetings,
which are promptly distributed to the other members of the Board.
In 2014, the Committee held two ordinary meetings.
EVALUATION
e Chairman of the Board annually performs an evaluation of the
Board’s work and possible improvements in order to develop the
forms and eciency of the Board work. e evaluation is made by
having the Board Members respond to a questionnaire on how well
the Board and the Board work are functioning. e results are then
compared with previous years and discussed at the Board’s meeting
in December. e questionnaire consists of six parts covering the
breadth of competence represented by the Board, how the work is
performed, the Chairman, the Board’s composition, the co-operative
atmosphere and areas of improvement. e purpose of the evaluation
is to understand the Board Members’ opinion of the Board’s work.
e Chairman of the Board does not participate in the Board's
discussion on the result of the evaluation of the Chairman. No
external consultants are involved in the Board evaluation.
e Nomination Committee is also informed of the results of the
evaluation in connection with its analysis, evaluation and proposal
for the composition of the Board.
e Board continuously evaluates the President’s work by monito-
ring business results in relation to established objectives. During
2014, the Board also evaluated the President’s work by responding to
a questionnaire about the President in the areas of performance,
ATTENDANCE AND BOARD REMUNERATION 2014
Name
Audit
Committee
Remuneration
Committee
Board
meetings1)
Committee
meetings2) Board3)
Audit
Committee
Remuneration
Committee Total kSEK
Marcus Wallenberg x 11 2 1,230 80 1,310
Håkan Buskhe 11
Johan Forssell x 11 6 480 120 600
Sten Jakobsson x 10 2 525 80 605
Sara Mazur 10 480 480
Per-Arne Sandström x 11 6 480 180 660
Cecilia Stegö Chilò 11 480 480
Lena Treschow Torell x 11 2 480 135 615
Joakim Westh x 11 6 480 120 600
1) Of a total of 11 meetings in 2014.
2) Of a total of 6 meetings of the Audit Committee and 2 meetings of the Remuneration Committee in 2014.
3) Refers to the fee resolved by the Annual General Meeting 2014 for the period until the Annual General Meeting 2015. President and CEO Håkan Buskhe does not receive a fee.
SAAB ANNUAL REPORT 2014 – 57