Saab 2013 Annual Report Download - page 129

SAAB ANNUAL REPORT 2013 125
CORPORATE GOVERNANCE > REPORT
business plan and strategy, which is
normally resolved by the Board in
June. Every year in December the
Board meeting considers the compa-
ny’s budget for the coming year. Dur-
ing  the Board has particularly
worked on the agreement with
Swedish Defence Materiel Adminis-
tration (FMV) concerning develop-
ment and modication of Gripen E
to Sweden as well as a possible order
of new productions of Gripen E from
Switzerland and other questions
related to Gripen E. Furthermore,
the Board has worked on a joint
development agreement with Boeing
on a new T-X Family of Systems
training solution, part of an procure-
ment process to the US Air Force.
During the year, the Board has also worked with essential export
and marketing strategies, the company’s business ethical standards
as well as eciency measures within the Group.
e Board of Directors and Group Management also received
anti-corruption training in 2013, under the direction of the General
Counsel. e training session, approximately three hours in dura-
tion, dealt with topics including international legislation, Saab’s risk
environment and the company’s internal rules and regulations.
Committee work represents an important part of the Board’s
work. Aer each meeting of the Audit- and Remuneration Com-
mittees, the issues that have been handled are reported by respec-
tive Chairman of the committees to the Board, and resolutions are
thereaer adopted on issues where the committees have prepared
matters for resolution by the Board.
Board of Directors’ committee work
4 Audit Committee
e Board of Directors has, in accordance with the principles set out
in the Swedish Companies Act and the Code, appointed an Audit
Committee consisting of three members. e work of the Audit
Committee is mainly of a preparatory nature, i.e., it prepares matters
for the ultimate resolution by the Board. However, the Audit Com-
mittee has certain limited decision-making power. e Audit Com-
mittee has e.g. established guidelines for services other than audit-
ing that the company may procure from the company’s auditors.
e Audit Committee consists of the following members: Per-
Arne Sandström (Chairman of the Committee), Johan Forssell and
Joakim Westh, of whom Per-Arne Sandström and Joakim Westh are
independent of the company and the management of the company
as well as of the major shareholders. All members of the committee
have accounting competence or auditing competence. e General
Counsel, Annika Bäremo, was Secretary to the Audit Committee
during .
e Audit Committee’s assignment is set forth in the Board’s
rules of procedure. Among other things, the Audit Committee shall
monitor the company’s nancial reporting, monitor the eciency
of the company’s internal control, internal audit and risk control in
respect of the nancial reporting, keep itself informed about the
audit of the annual report and the group accounts, review and mon-
itor the auditor’s neutrality and independence, and assist the Nomi-
nation Committee in preparing proposals for the Shareholder
Meeting’s decision on election of auditors. e Audit Committee
has during  been given the task to annually review, monitor and
evaluate the eectiveness and appropriateness of the company’s
compliance program for business ethical conduct and keep itself
informed of material deviations or non-compliance with the com-
pany’s business ethical standards, including “whistle-blower”-
reports, through regular reporting from the Ethics and Compliance
Board. e company’s external auditor is co-opted to the meetings
of the Audit Committee. During , the Audit Committee
focused particularly on the nancial reporting, the budget, quar-
terly audits, internal control, questions related to the company’s
business ethical standards as well as questions concerning risk
exposures.
e Audit Committee keeps minutes of its meetings, which are
promptly distributed to the other members of the Board.
In , the Committee held  meetings.
5 Remuneration Committee
e Board of Directors has in accordance with principles set out in
the Code appointed a Remuneration Committee consisting of three
members: Marcus Wallenberg, Sten Jakobsson and Lena Treschow
Torell. Lena Treschow Torell is Chairman of the committee. All of
the members are independent of the company and the management
of the company. e General Counsel, Annika Bäremo, was secre-
tary to the committee during .
e Remuneration Committee’s assignment is to prepare Board
matters concerning principles for remuneration, remunerations
and other terms of employment for the Group Management, moni-
tor and evaluate programmes for variable remuneration for the
Group Management, both ongoing and those that have ended dur-
ing the year, and monitor and evaluate the application of the guide-
lines for remuneration of senior executives that the Annual General
Meeting has adopted as well as the current remuneration structures
and levels in the company. e Remuneration Committee shall also
propose guidelines for remuneration of senior executives to be sub-
mitted to the Annual General Meeting following resolution by the
Board of Directors. Matters concerning employment terms, com-
pensation and other benets for the CEO are prepared by the
Remuneration Committee and adopted by the Board. It is the
Remuneration Committee who is responsible for the interpretation
and application of the guidelines of remuneration for senior execu-
tives. e Remuneration Committee has no decision-making pow-
ers of its own. During , the Remuneration Committee was par-
ticularly involved in the revision of the long-term incentive
program – Performance Share Plan  – for the company’s senior
executives and strategic key employees as well as an overview of the
guidelines for the senior executives.
e Remuneration Committee keeps minutes of its meetings,
which are promptly distributed to the other members of the Board.
In , the Committee held  ordinary meetings and  extraordi-
nary meetings.
Saab’s Board of Directors visiting Saab
Seaeye in the UK during 2013