Electrolux 2014 Annual Report Download - page 143

Remuneration
Committee
Audit Committee
Committees of the Board
The Board has established a Remu-
neration 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
propose guidelines for the remuneration to the members of
Group Management. The Committee also proposes changes
in remuneration 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:
Petra Hedengran (Chairman), Ronnie Leten and Lorna Davis.
At least two meetings are convened annually. Additional
meetings are held as needed.
In , the Remuneration Committee held four meetings.
The attendance of each Board member at these meetings
is shown in the table on pages –. Significant issues
addressed include review of the remuneration to the Presi-
dent, review and resolution on changes in the remuneration
to members of Group Management, follow-up and evaluation
of previously approved long-term incentive programs and
remuneration guidelines for Group Management and general
review and preparation of long-term incentive program and
remuneration guidelines for Group Management for . The
Head of Human Resources and Organizational Development
participated in the meetings and was responsible for meeting
preparations.
Audit Committee
The main task of the Audit Committee is to oversee the pro-
cesses 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
Nomination Committee with proposals when electing external
auditors and auditors’ fees.
The Audit Committee is comprised of three Board mem-
bers: 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 annually. Additional meetings are held as needed.
In , the Audit Committee held six meetings. The atten-
dance of each Board member at these meetings is shown in
the table on pages –. 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 Committee meetings. Cecilia Vieweg, General Counsel,
serves as secretary at the Audit Committee meetings.
• • • •
• • • •
• •
June July Aug Sep Oct Nov Dec
• Visit to one of the Group’s operations.
• Q Quarterly financial statements. • Q Quarterly financial statements.
• Evaluation of the Board and Chairman’s work.
• Rules of procedure of the Board.
The Remuneration Committee’s tasks include:
• To prepare and evaluate remuneration guidelines for Group
Management.
• To prepare and evaluate targets and principles for variable compen-
sation.
• 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:
• 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, recruit-
ing, budgets, plans, results and audit reports.
• To review and follow-up certain capital expenditures, investments and
disposals.
• To review certain credit limits.
• 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.
ELECTROLUX – ANNUAL REPORT 2014