Saab 2015 Annual Report Download - page 54

Accordingly, the company fulls the requirement of the Code that a
majority of the Board Members appointed by the Shareholders’ Meet-
ing are independent of the company and its management, 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, eight ordinary meetings
shall normally be held each year, in addition to the statutory meeting.
e Board may also meet whenever circumstances demand. During
2015, the Board held one statutory meeting, eight ordinary meetings
and two extraordinary meetings, for a total of eleven meetings. All of
the Board meetings in 2015 were held in Stockholm. In December,
the Board visited Saab Medav Technologies in Germany and Saab
Technologies (formerly HITT) in the Netherlands.
e Board annually adopts rules of procedure, an instruction on the
allocation of work between the Board and the President, and an instruc-
tion on nancial reporting to the Board.
e rules of procedure contain provisions on the number of Board
meetings, 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 Presi-
dent set forth the delegation of responsibilities between the Board and
its two committees, the Remuneration Committee and the Audit Com-
mittee, including the role of the Chairman of the Board, and between
the Board and the President. e instruction for the President sets out
the President’s duties and authority, including matters which require a
Board resolution. e instruction also includes policies on investments,
nancing and reporting.
During the year, the Board was assisted by the Secretary 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 supporting
material for the issues on the agenda. At each Board meeting the
President presents a Market and Operations Report. A nancial report
is presented at each Board meeting and addressed in detail before the
publication of the interim reports and year-end report. e Board
regularly reviews and considers investments, research and development
matters, organisational issues, management of signicant risks, mergers
and acquisitions, and company divestments. e Board’s annual work
includes deciding on the company’s business plan and strategy, which it
addressed in September. e Board meeting every December considers
the company’s budget for the coming year. During 2015, the Board par-
ticularly worked on the contract with the United Arab Emirates to sup-
ply a new, advanced airborne surveillance system, and as in 2014 set
aside time for the contract with Brazil on Gripen NG and issues related
to Gripen E to Sweden. During the year, the Board also worked with
other key export and marketing strategies as well as the company’s ethi-
cal standards. In 2015, the Board adopted an updated Code of Conduct
and was informed of the work on the company’s Sustainability Report.
Committee work represents an important part of the Board’s work.
Aer each meeting of the Audit and Remuneration Committees,
the respective Chairman submits a report to the Board on the issues
that were dealt with at the meeting. e Board then resolves any
issues where the committees have prepared matters for resolution by
the Board.
BOARD OF DIRECTORS’ COMMITTEE WORK
Audit Committee
In accordance with the principles set out in the Swedish Companies
Act and the Code, the Board of Directors has appointed an Audit Com-
mittee consisting of three members. e work of the Audit Committee
is mainly of a preparatory nature, i.e., preparing matters for ultimate
resolution by the Board. e Audit Committee has certain limited
decision-making power. For example, the Committee has established
guidelines for services other than auditing that the company may
procure from its auditors. e Audit Committee consists of the follow-
ing 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 its management as
well as of the major shareholders. All members of the committee have
accounting or auditing competence. e General Counsel, Annika
Bäremo, was Secretary to the Audit Committee during 2015.
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 compa-
ny’s internal control, internal audit and risk management in respect of
the nancial reporting, keep informed of the audit of the annual report
and consolidated accounts, review and monitor the auditors’ neutrality
and independence, and assist the Nomination Committee in preparing
Saab’s Board of Directors on a visit to the traffic management centre at the Port of Rotterdam.
50 – SAAB ANNUAL REPORT 2015