Saab 2013 Annual Report Download - page 128

124 SAAB ANNUAL REPORT 2013
CORPORATE GOVERNANCE > REPORT
Attendance and Board remuneration
Attendance Fees kSEK
Name Audit Committee Remuneration Committee
Board
meetings1)
Committee
meetings2) Board3) Audit
Committee
Remuneration
Committee Total kSEK
Marcus Wallenberg X 9 6 1,185 80 1,265
Håkan Buskhe 9
Johan Forssell X 9 5 460 100 560
Sten Jakobsson X 9 6 490 80 570
Sara Mazur 4) 5 460 460
Per-Arne Sandström X 9 5 460 150 610
Cecilia Stegö Chilò 9 460 460
Åke Svensson 5) 2
Lena Treschow Torell X 9 6 460 135 595
Joakim Westh X 9 5 460 100 560
1) Of a total of 9 meetings during 2013.
2) Of a total of 5 meetings for Audit Committee and 6 meetings for Remuneration Committee during 2013.
3) Refers to the by the Annual General Meeting 2013 agreed fee for the period until the Annual General Meeting 2014.
The President and CEO Håkan Buskhe does not receive a fee.
4) Elected 2013, thereafter 5 meetings in total.
5) Left the Board of Directors in connection with the Annual General Meeting 2013, when he declined re-election. He received fees
for the period January-March 2013 amounting to SEK 112 500 and participated in 2 of 4 meetings until the Annual General Meeting 2013.
e Board Members’ other signicant professional commitments,
work experience, holding of shares etc. are set forth in the presenta-
tion of the Board of Directors. See pages –.
Employee representatives
Regulars Deputies
Stefan Andersson Göran Gustavsson
Catarina Carlqvist Jan Kovacs
Conny Holm Nils Lindskog
Independence requirement
e following table sets forth the members of the Board elected by the
Shareholders’ Meeting who, according to the provisions of the Code, are
considered independent in relation to the company and the management
of the company, as well as in relation to the company’s major shareholders.
Composition and independence of the Board in 2013
Board member Elected
Independent of
the company/
management
Independent of
major share-
holders
Marcus Wallenberg 1992 Yes No
1)
Håkan Buskhe 2011 No 2) Yes
Johan Forssell 2010 Yes No 3)
Sten Jakobsson 2008 Yes Yes
Sara Mazur 2013 Yes Yes
Per-Arne Sandström 2005 Yes Yes
Cecilia Stegö Chilò 2010 Yes Yes
Lena Treschow Torell 2005 Yes No4)
Joakim Westh 2010 Yes Yes
1) Member of Investor AB’s Board
2) President and CEO of Saab
3) Employed by Investor AB
4) Member of Investor AB’s Board
Accordingly, the company fulls the requirements of the Code that
a majority of the Board Members appointed by the Shareholders’
Meeting are independent of the company and the management of
the company, and that at least two of them are independent of the
major shareholders.
Work of the Board
According to the Board’s rules of procedure, six ordinary meetings
shall normally be held each year, in addition to the statutory meeting.
e Board may also meet whenever circumstances demand. During
, the Board held one statutory meeting, six ordinary meetings
and two extraordinary meetings, totalling nine meetings. All of the
Board meetings during  were held in Stockholm. In December
 the Board visited the subsidiary Saab Seaeye in Great Britain.
e Board annually adopts rules of procedure, an instruction on
the allocation of work between the Board and the President and
CEO, as well as an instruction on nancial reporting to the Board.
e rules of procedure contain, i.a. provisions on the number of
board meetings to be held, a list of matters to be considered at the
meetings, reporting from the auditor and special decisions to be
taken at the statutory meeting. e rules of procedure and special
instruction for the CEO set forth the delegation of responsibilities
between the Board and its two committees, the Remuneration Com-
mittee and the Audit Committee, including the role of the chairman
of the Board as well as between the Board and the CEO. e instruc-
tion for the CEO sets out the CEO’s duties and authority, including
which matters that requires a Board resolution. e instruction also
includes policies on investments, nancing and reporting.
During the course of the year, the Board was assisted by the Sec-
retary of the Board of Directors, General Counsel Annika Bäremo,
who is not a member of the Board.
e Board of Directors’ meetings follow an agenda. Prior to the
meetings the Board Members receive documentation and support-
ing material for the issues on the agenda. At each Board meeting,
the CEO presents a Market and Operations Report. A nancial
report is presented at each Board meeting and particularly detailed
before the quarterly reports and year-end report. Financial reports
are also put together in between the Board meetings and sent to the
Board. e Board regularly reviews and considers investments,
matters on research and development, organisational issues as well
as mergers and acquisitions, and divestments of companies.
Included in the Board’s annual work is to decide on the company’s