Volvo 2009 Annual Report Download - page 63

Chairman of the Board of Directors of Renault
S.A. and Jean-Baptiste Duzan has left his
employment in Renault S.A. However, Jean-Bap-
tiste Duzan has remained advisor to Renault S.A.
and both Louis Schweitzer and Jean-Baptiste
Duzan have continued to represent Renault s.a.s.
in the company’s Board of Directors. Further,
Finn Johnsson has resigned as Chairman and
member of the company’s Board of Directors.
The Election Committee must also meet
independence requirements pursuant to the
Code. According to the Code, the majority of the
members of the Election Committee are to be
independent of the company and the company
management. Neither the CEO nor other mem-
bers of the executive management are to be
members of the Election Committee. At least
one member of the Election Committee is to be
independent of the company’s largest share-
holder in terms of votes or any group of share-
holders that act in concert in the governance of
the company. All members of the Election Com-
mittee have been considered to be independent
of the company and the company 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 re-
presents Renault s.a.s. in the Election Committee
and Renault s.a.s. is Volvo’s largest shareholder
in terms of votes.
As from the Annual General Meeting 2010,
the Audit Committee must meet additional
requirements according to the Swedish Com-
panies Act. As from that time at least one
member of the Audit Committee must be inde-
pendent of the company, the company manage-
ment and the company’s major shareholders
and have accounting or auditing prociency.
Audit Committee
In December 2002, the Board established an
Audit Committee primarily for the purpose of
overseeing the accounting and nancial report-
ing processes and the audit of the nancial
statements. The Audit Committee is respon-
sible for preparing the Board’s work to assure
the quality of the company’s nancial reporting
by reviewing the interim reports and the annual
report. In addition, the Audit Committee’s task is
to establish guidelines specifying what other
services, beyond auditing, the company may
procure from the company’s auditors and to pro-
vide guidelines for transactions with companies
and persons closely associated with Volvo. The
Audit Committee is also responsible for evaluat-
ing the internal and external auditors’ work, pro-
vide the Election Committee with the results of
the evaluation and to assist in preparing propos-
als for auditors. Finally, the Audit Committee
shall evaluate the quality, relevance and ef-
ciency of the Group’s system for internal control
over nancial reporting, internal audit and risk
management.
At the statutory Board meeting following the
2009 Annual General Meeting, Lars Wester-
berg, Peter Bijur and Jean-Baptiste Duzan were
appointed members of the Audit Committee.
Lars Westerberg 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 Commit-
tee 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 external audit
plan and risk management. The Audit Committee
held three meetings during 2009.
Remuneration Committee
In April 2003, the Board established a Remu-
neration Committee for the purpose of prepar-
ing and deciding on issues relating to remu-
neration to senior executives in the Group. The
duties of the Committee include presenting
recommendations for resolution by the Board
regarding terms of employment and remuner-
ation for the President of AB Volvo, principles
for remuneration, including pensions and sev-
erance payments, for other members of the
Group Executive Committee, and principles for
variable salary systems, share-based incentive
programs, pensions and severance payment
for other senior executives in the Group. In
addition, the Remuneration Committee
decides the individual terms of employment for
the other members of the Group Executive
Committee in accordance with the principles
established by the Board.
In 2009, the Remuneration Committee com-
prised of Board members Finn Johnsson, Louis
Schweitzer and Anders Nyrén. Finn Johnsson
was appointed Chairman of the Remuneration
Committee. The Remuneration Committee held
four meetings during 2009.
When resigning as Chairman and member of
the Board of the company on January 15, 2010,
Finn Johnsson also left the Remuneration Com-
mittee. Thereafter, Ying Yeh was appointed as a
new member of the Remuneration Committee
and Louis Schweitzer was appointed as the new
Chairman of the Remuneration Committee.
Group Executive Committee
An account of their respective age, principal
education, Board memberships, their and
related parties’ ownership of shares in Volvo as
of February 26, 2010, and year of joining Volvo
for the CEO and each member of the Group
Executive Committee is presented in the Group
Executive Committee section.
External auditing
Volvo’s auditors are elected by the Annual Gen-
eral Meeting for a period of three or four years.
The current auditor is PricewaterhouseCoopers
AB (PwC), which was elected at the 2007
Annual General Meeting for a period of three
years. Auditors will thus be elected at the 2010
Annual General Meeting. Two PwC partners,
Göran Tidström and Olov Karlsson, are respon-
sible for the audit of Volvo. Göran Tidström is
the Lead Partner.
The external auditors discuss the external
audit plan and risk management with the Audit
Committee. The Auditors review the interim
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