Volvo 2008 Annual Report Download - page 71

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group of shareholders that act in concert in
the governance of the company. All members
of the Election Committee have been consid-
ered to be independent of Volvo and Volvo’s
management. All members of the Election
Committee except Thierry Moulonguet have
been considered to be independent of Volvo’s
largets shareholder in terms of votes, since
Thierry Moulonguet represents Renault in the
Election Committee and Renault is Volvo’s
largest shareholder in terms of votes.
Audit Committee
In December 2002, the Board established an
Audit Committee primarily for the purpose of
overseeing the accounting and fi nancial report-
ing processes and the audit of the fi nancial
statements. The Audit Committee is responsi-
ble for preparing the Board’s work to assure the
quality of the company’s fi nancial reporting
through reviewing the interim reports and the
annual report. In addition, the Audit Commit-
tee’s task is to establish guidelines specifying
what other services than audit the company
may procure from the company’s auditors and
to provide guidelines for and decisions on trans-
actions with companies and persons closely
associated with Volvo. The Audit Committee is
also responsible for evaluating the internal and
external auditors’ work as well as to provide the
Election Committee with the results of the eval-
uation and to assist in preparing proposals for
auditors. Finally the Audit Committee shall eval-
uate the quality, relevance and effi ciency of the
Group’s system for internal controls, internal
audit and risk management.
At the statutory Board meeting following the
2008 Annual General Meeting, Peter Bijur, Lars
Westerberg and Ying Yeh were appointed
members of the Audit Committee. Lars Wester-
berg was appointed Chairman of the Audit
Committee.
The Audit Committee met with the external
auditors and Head of Internal Audit at the meet-
ings of the Audit Committee. The Audit Com-
mittee has also met separately with the external
auditors and the Head of Internal Audit without
the presence of the company management.
The Audit Committee and the external auditors
have among other things discussed the exter-
nal audit plan and risk management. The Audit
Committee held three meetings during 2008.
Remuneration Committee
In April 2003, the Board established a Remu-
neration Committee primarily for the purpose
of preparing and deciding on issues relating to
remuneration to senior executives in the
Group. The duties of the Committee include
presenting recommendations for resolution by
the Board regarding terms of employment and
remuneration for the President of AB Volvo,
principles for remuneration, including pensions
and severance payment for other members of
the Group Executive Committee, and prin-
ciples for variable salary systems, share-based
incentive programs, pensions and severance
payment for other senior executives in the
Group. In addition, the Remuneration Commit-
tee decides the individual terms of employ-
ment for the other members of the Group
Executive Committee in accordance with the
principles established by the Board.
In 2008, the Remuneration Committee
comprised Board members Tom Hedelius,
Louis Schweitzer and Finn Johnsson, Chair-
man. The Remuneration Committee held four
meetings during the year.
In the autumn of 2008, the Volvo Group’s Board of Directors visited Eicher’s plant in Pithampur, India.
Corporate Governance 2008
67