Volvo 2004 Annual Report Download - page 38

Fukuda was appointed member and Per-
Olof Eriksson was appointed Chairman of
the Committee. On April 16, the Board
appointed Haruko Fukuda, Ken Whipple
and Per-Olof Eriksson, Chairman, to com-
prise the Audit Committee until the end of
the next Annual General Meeting of the
shareholders.
In 2004 the Audit Committee held
three ordinary meetings and two extraor-
dinary meetings. All members of the
Committee were present at all meetings.
The Audit Committee met with the exter-
nal auditors at the ordinary meetings.
Remuneration Committee
In April 2003, the Board established a
Remuneration Committee. The duties of
the Committee include the review and rec-
ommendation for resolution by the Board
regarding terms of employment and remu-
neration for the CEO and deputy CEOs,
principles for remuneration, including pen-
sions and severance payment, for the Group
Executive Comittee, principles for variable
salary systems, share-based incentive pro-
grams, pensions and severance payment
for other senior executives. In addition the
Remuneration Committee decides the
remuneration for the members of the
Group Executive Committee, other than
the CEO and deputy CEOs.
Until February 2, 2004, the
Remuneration Committee consisted of
Lars Ramqvist, Chairman, Tom Hedelius
and Louis Schweitzer. Lars Ramqvist
resigned from the Committee on February
2, 2004 and was replaced by Finn
Johnsson as Chairman. On April 16, 2004,
Tom Hedelius, Louis Schweitzer and Finn
Johnsson, Chairman, were appointed to
the Remuneration Committee until the end
of the next Annual General Meeting.
36 Corporate Governance
Resignations from the Volvo
Board of Directors
Neelie Kroes resigned from the Volvo
Board of Directors as of September,
2004, following her nomination as EU
Commissioner.
The Chairman of the Board, Lars
Ramqvist, resigned from the Board
on February 2, 2004.
Changes in Volvo’s Group
Management
The former President of Volvo Trucks,
Jorma Halonen, 55, assumed the
position of Executive Vice President
and Deputy CEO of the Volvo Group
as of November 1, 2004. He will work
parallel with Lennart Jeansson – who
currently holds this position – until
mid-year 2005 when Lennart
Jeansson, 63, will retire.
Effective November 1, the new
President of Volvo Trucks is Staffan
Jufors, 52, former President of Volvo
Penta.
Göran Gummeson was appointed
new President of Volvo Penta. Göran
Gummeson, who assumed his new
duties on November 1, 2004, is also a
member of the Volvo Group Executive
Committee.
receives a fee of SEK 1,200,000.
During the year, the Board reviewed
the financial positions of AB Volvo and the
Volvo Group on a regular basis. The Board
also dealt regularly with matters involving
divestments, acquisitions, the establish-
ment of new operations, and matters
related to investments in product renewal
and product development in the Group’s
business areas. During 2004 the Board of
Directors has reviewed the Group’s
strategies and visited the Volvo Group’s
operations in Poland.
Lars Ramqvist resigned from the
Board on February 2, 2004. Finn
Johnsson replaced him as Chairman of
the Board. Neelie Kroes resigned from
the Board as of September 1, 2004, fol-
lowing her nomination as EU Com-
missioner.
An account of each Board member’s
age, education, main professional experi-
ence, other board memberships, owner-
ship of shares in Volvo and the years of
memberships can be found on pages
50–51.
Audit Committee
In December 2002, the Board estab-
lished an Audit Committee primarily for
the purpose of overseeing the accounting
and financial reporting processes and the
audit of the financial statements. As
assigned by the Board, the Committee’s
duties include reviews of the financial
reporting, the performance, qualifications
and independence of external auditors
and the performance of the internal audit
function.
Finn Johnsson was elected Chairman
of the Committee and Per-Olof Eriksson
and Ken Whipple were appointed mem-
bers. In March 2004, Finn Johnsson
resigned from the Committee. Haruko
to evaluate the company’s and Group’s
financial position should be reported to
the Board, as well as the distribution of
duties between the Board and the CEO
and in what circumstances the deputy
CEOs are to substitute for the CEO.
The Annual General Meeting decides
on the fees paid to the Board members
elected by the shareholders. The Annual
General Meeting held on April 16, 2004
approved a total fee to the Board, for the
time until the end of the next Annual
General Meeting, of SEK 4,800,000. The
fee was to be distributed among the
Board Members according to the Board's
decision. The Chairman of the Board