Board Committees

The board of directors may establish committees tasked with preparing matters in a particular area and may also delegate decision-making power to such committees, but the board of directors cannot absolve itself of responsibility for the decisions taken on the basis thereof. If the board decides to establish committees, the board’s rules of procedure shall state the tasks and decision-making powers that the board has delegated to the committees, as well as how the committees are to report to the board. The board of directors has established an Audit Committee in accordance with the Swedish Companies Act and a Remuneration Committee in accordance with the Code. A more detailed description of the committees’ current composition and tasks is given below.

Audit committee

The company has established an Audit Committee consisting of three members: Per Ollermark (Chairman), Anders Månsson and Linda Neckmar. In accordance with the rules of procedure adopted by the board of directors, the Audit Committee shall, among other things, without prejudice to the board’s responsibilities and duties in general, ensure the fulfilment of the board’s supervisory responsibilities with regard to internal control, internal audit and risk management related to financial reporting, prepare matters relating to the procurement of auditing and other services from the auditor and prepare certain accounting and audit matters to be considered by the board.

Remuneration committee

The company has established a Remuneration Committee consisting of two members: Chairman of the board Christer Fåhraeus (Chairman) and Per Svangren. In accordance with the rules of procedure adopted by the board of directors, the Remuneration Committee shall, among other things, prepare, negotiate and evaluate matters relating to salaries, bonuses, pensions, severance pay, options, convertibles and other incentive programs for the CEO and senior executives who report directly to the CEO, as well as handle similar matters to be prepared by the Remuneration Committee on behalf of the board. The Remuneration Committee shall also, on behalf of the board of directors, prepare proposals for the guidelines regarding remuneration and other terms of employment for management and executive board members that shall be submitted to the annual general meeting in accordance with the Swedish Companies Act and the Code.