During 2012, the Board of Directors of Gunnebo had two Committees: the Remuneration Committee and the Audit Committee. The representatives sitting on these Committees are appointed by the Board from among its own ranks.
The Remuneration Committee’s task includes preparing issues pertaining to the conditions of employment for the Group Executive Team, succession planning and other personnel development issues prepared by the Group Executive Team and the Group’s SVP HR. The Remuneration Committee also evaluates the application of the guidelines for remuneration to senior executives adopted by the Annual General Meeting. The Remuneration Committee follows written rules of procedure.
Following the Annual General Meeting held on 26 April 2012, the Committee comprised Martin Svalstedt (Chairman), Mikael Jönsson and Göran Bille. All of the members of the Remuneration Committee are independent of the company and company management and one member is also independent of the company’s major shareholders. The Remuneration Committee held two meetings after the 2012 Annual General Meeting. Issues including performance requirements, bonus models and the incentive programme for senior executives were discussed during the year. The attendance of the committee members at meetings is presented in the table on page 78 in the Annual Report 2012.
The Audit Committee is a preparatory body for contact between the Board and the auditors. The Audit Committee follows written rules of procedure. The Committee’s duties also include examining andmonitoring the Group’s financial reporting, external reporting, internal control and ensuring the management and reporting of financial risks.
Following the Annual General Meeting held on 26 April 2012, the
Committee comprised Bo Dankis (Chairman), Katarina Mellström and Tore Bertilsson. All of the members of the Audit Committee are independent of the company, company management and the company’s major shareholders.
The Committee held four meetings during the year and the Group’s auditors participated at all of them. The Group’s auditors also participated at one Board meeting to present an account of their audit.
Issues including the annual and interim accounts, the auditors’ audit, risk management and internal audit were discussed during the year. The attendance of the committee members at meetings is presented in the table on p. 78 of the Annual Report 2012.