Electrolux 2012 Annual Report Download - page 85

ation is a tool for the development of the Board’s work and also
serves as input for the Nomination Committee’s work.
A separate annual evaluation of the Chairman’s work is per-
formed under the leadership of the Deputy Chairman of the Board.
Remuneration to Board members
Remuneration to Board members is determined by the AGM and
distributed to the Board members who are not employed by
Electrolux. Remuneration to each Board member was revised
during 2012, see page 81.
The Nomination Committee has recommended that Board
members appointed by the AGM acquire Electrolux shares and
that these are maintained as long as they are part of the Board. A
shareholding of a Board member should after five years corre-
spond to the value of one gross annual fee.
Board members who are not employed by Electrolux are not
invited to participate in the Group’s long-term incentive programs
for senior managers and key employees.
For additional information on remuneration to Board members, see Note 27.
Remuneration
Committee
Audit Committee
Committees of the Board
The Board has established a Remunera-
tion Committee and an Audit Committee.
The major tasks of these committees are
preparatory and advisory, but the Board may delegate decision-
making powers on specific issues to the committees. The issues
considered at committee meetings shall be recorded in minutes
of the meetings and reported at the following Board meeting. The
members and Chairmen of the Committees are appointed at the
statutory Board meeting following election of Board members.
The Board has also determined that issues may be referred to
ad hoc committees dealing with specific matters.
Remuneration Committee
One of the Remuneration Committee’s primary tasks is to pro-
pose guidelines for the remuneration to the members of Group
Management. The Committee also proposes changes in remu-
neration to the President, for resolution by the Board, and reviews
and resolves on changes in remuneration to other members of
Group Management on proposal by the President.
The Committee is comprised of three Board members: Barbara
Milian Thoralfsson (Chairman), Lorna Davis and Marcus Wallen-
berg. At least two meetings are convened annually. Additional
meetings are held as needed.
In 2012, the Remuneration Committee held eight meetings. The
attendance of each Board member at these meetings is shown in
the table on pages 84–85. Significant issues addressed include
review of the remuneration to the President, review and resolution
on changes in the remuneration to members of Group Manage-
ment, follow-up and evaluation of previously approved long-term
incentive programs and remuneration guidelines for Group Man-
agement and general review and preparation of long-term incen-
tive program and remuneration guidelines for Group Management
for 2013. The Head of Human Resources and Organizational Devel-
opment participated in the meetings and was responsible for meet-
ing preparations.
Audit Committee
The main task of the Audit Committee is to oversee the processes
of Electrolux financial reporting and internal control in order to
secure the quality of the Group’s external reporting.
The Audit Committee is also tasked with supporting the Nomi-
nation Committee with proposals when electing external auditors
and auditors’ fees.
The Audit Committee is comprised of three Board members:
Torben Ballegaard Sørensen (Chairman), Fredrik Persson and
Hasse Johansson. The external auditors report to the Committee
at each ordinary meeting. At least three meetings are held annu-
ally. Additional meetings are held as needed.
In 2012, the Audit Committee held five meetings. The atten-
dance of each Board member at these meetings is shown in the
table on pages 84–85. Electrolux managers have also had regular
contacts with the Committee Chairman between meetings
regarding specific issues. The Group’s Chief Financial Officer and
the Head of Internal Audit have participated in the Audit Commit-
tee meetings. Cecilia Vieweg, General Counsel, serves as secre-
tary at the Audit Committee meetings.
• To review the financial reporting.
• To monitor the effectiveness of the internal control, including risk
management, concerning the financial reporting.
• To follow up the activities of the internal audit function Management
Assurance & Special Assignments as regards to organization, recruiting,
budgets, plans, results and audit reports.
• To oversee the external audit and evaluate the work of the external
auditors.
• To review, and when appropriate, preapprove the external auditors’
engagements in other tasks than audit services.
• To evaluate the objectivity and independence of the external auditors.
• To prepare and evaluate remuneration guidelines for Group
Management.
• To prepare and evaluate targets and principles for variable
compensation.
• To prepare terms for pensions, notices of termination and
severance pay as well as other benefits for Group Management.
• To prepare and evaluate Electrolux long-term incentive programs.
The Audit Committee’s tasks include: The Remuneration Committee’s tasks include:
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