Volvo 2012 Annual Report Download - page 83

Composition and work in 2012
At the statutory Board meeting following the Annual
General Meeting 2012, the following Board mem-
bers were appointed members of the Audit Commit-
tee:
• Lars Westerberg,
• Peter Bijur,
• Jean-Baptiste Duzan
Lars Westerberg was appointed Chairman of the
Audit Committee.
According to the Swedish Companies Act, the mem-
bers of the Audit Committee may not be employees
of the company and shall be independent and at
least one member of the Audit Committee shall be
independent and have accounting or auditing exper-
tise. In addition, the Code stipulates that a majority of
the members of the Audit Committee shall be inde-
pendent of the company and the company manage-
ment, and that at least one of the members who is
independent of the company and the company
management shall also be independent of the
company’s major shareholders. The Election
Committee’s assessment of independence prior to
the Annual General Meeting 2012 is presented
above under the “Independence requirements” sec-
tion on pages 77–78. All members of the Audit Com-
mittee are highly familiar with accounting matters
and the accounting stand ards that apply for an inter-
national Group such as Volvo.
The Audit Committee met with the external audi-
tors without the presence of management at four
occassions in connection with the Audit Committee
metings. The Audit Committee has also met with the
Head of Corporate Audit at the meetings of the Audit
Committee.
The Audit Committee and the external auditors
have, among other tasks, discussed the external
audit plan and risk management. The Audit Commit-
tee held eight meetings during 2012. The atten-
dance of Board members at Committee meetings is
presented in the table to the right on this page.
6
Remuneration Committee
Duties
In April 2003, the Board established a Remunera-
tion Committee for the purpose of preparing and
deciding on issues relating to remuneration to senior
executives in the Group. The duties of the Commit-
tee include presenting recommendations for resolu-
tion by the Board regarding the terms and conditions
of employment and remuneration for the President
of AB Volvo, principles for remuneration, including
pensions and severance payments, for other mem-
bers of the Group Executive Team, and principles for
variable salary systems, share-based incentive pro-
grams, pensions and severance payment for other
senior executives in the Group.
The Remuneration Committee shall monitor and
evaluate ongoing programs and programs conclu-
ded during the year covering variable remuneration
for the executives, application of the policy for remu-
neration to senior executives on which the Annual
General Meeting shall decide and the current remu-
neration structures and levels in the Group. The
Board shall, not later than two weeks prior to the
Annual General Meeting, submit a report on the
results of the Remuneration Committee’s evaluation
on the company’s website.
Composition and work in 2012
At the statutory Board meeting following the Annual
General Meeting 2012, the following Board mem-
bers were appointed members of the Remuneration
Committee:
• Carl-Henric Svanberg,
• Anders Nyrén,
• Ying Yeh
Carl-Henric Svanberg was appointed Chairman of
the Remuneration Committee.
The Code sets the requirement that members of the
Remuneration Committee, with the exception of the
Board Chairman if a member of the Remuneration
Committee, shall be independent of the company and
company management. The Election committee’s
assessment of independence prior to the Annual
General Meeting 2012 is presented above under the
“Independence requirements” section on pages 77–78.
The Remuneration Committee held four meetings
during 2012. The attendance of Board members at
Committee meetings is presented in the table to the
right on this page.
Remuneration to Board members
The Annual General Meeting resolves on the fees to
be paid to the Board members elected by the share-
holders. The Annual General Meet ing held on April 4,
2012, approved fee payments to the Board, for the
time until the end of the next Annual General Mee-
ting, as follows:
Volvo’s Chairman should receive a fee of SEK
2,100,000 and each of the remaining members
elected by the shareholders should receive a fee of
SEK 700,000 with the exception of the President.
The Chairman of the Audit Committee should
receive a fee of SEK 300,000 and other members of
the Audit Committee SEK 150,000 each. In addition,
the Chairman of the Remuneration Committee
should receive SEK 125,000 and other members of
the Remuneration Committee SEK 100,000 each.
79
The Board’s composition and attendance at
meetings January 1, 2012 – December 31, 2012
Member
Board (11
incl.
statutory)
Audit
Commit-
tee (8)
Remu-
neration
Commit-
tee (4)
Louis Schweitzer13 1
Carl-Henric
Svanberg28  3
Peter Bijur 10 8 
Jean-Baptiste
Duzan 11 8 
Hanne de Mora 11  
Anders Nyrén 11  4
Olof Persson 11
Ravi Venkatesan 10  
Lars Westerberg 11 8 
Ying Yeh 10  4
Peteris Lauberts,
employee repre-
sentative 11
Mikael Sällström,
employee repre-
sentative 11
Berth Thulin,
employee repre-
sentative 11
Total number of
meetings 11 8 4
1Stepped down from the Board on April 4, 2012.
2 Joined the Board on April 4, 2012