Board committees

Board committees

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The Board of Directors has established the Audit Committee and it appoints committee members from among its members. The Board of Directors may also appoint other committees, if it deems this to be appropriate. The committees assist the Board of Directors by preparing and drawing up proposals and recommendations for the Board of Directors’ consideration. The Board of Directors has approved the rules of procedure governing its committee.

Audit Committee

The Audit Committee monitors and supervises the company’s annual and interim reporting processes and the statutory audit of the consolidated and parent company’s financial statements.

The Audit Committee monitors the adequacy and effectiveness of the company’s internal controls and risk managements systems. It also reviews the section of the company’s Corporate Governance Statement that describes the main features of the internal control and risk management systems for financial reporting. It also assesses the independence of the statutory auditor or firm of authorised public accountants, and in particular the provision of ancillary services to the company by its audit firm. The Audit Committee evaluates potential auditors and submits a proposal for the Board of Directors’ consideration.

The Committee shall review the company’s arrangements for its employees to raise concerns, in confidence, about possible wrongdoing in financial reporting or other matters. The Committee shall ensure that these arrangements allow proportionate and independent investigation of such matters and appropriate follow up action.

The Committee shall consider annually whether there is a need for an internal audit function and make a recommendation to the Board as well as report to the Board on how the internal audit function is arranged.

The Audit Committee meets at least two times per annum and the external auditors are invited to attend meetings of the Audit Committee on a regular basis.  It comprises a Chairperson and at least two members appointed by the Board of Directors. Members of the Audit Committee must be independent of the company, and at least one member must also be independent of the company’s major shareholders. At least one member of the Committee shall have recent and relevant financial experience pertaining to accounting or auditing.

The Committee Chairperson shall report to the Board on its proceedings after each meeting on all matters within its duties and responsibilities. The Committee shall make recommendations to the Board as it deems appropriate on any area within its remit where action or improvement is needed. The Committee shall compile a report to shareholders on its activities to be included in the company’s annual report.

Erik Forsberg serves as the Chairperson of the Audit Committee and Nora Kerppola and Martin Johansson serve as members of the Audit Committee. Erik Forsberg has recent and relevant financial experience pertaining to accounting or auditing.

Other Committees

The Board annually appoints an Audit Committee and may also appoint other permanent Committees if considered necessary at its organization meeting following the Annual General Meeting. The Board did not appoint Nomination and Remuneration Committee in its organizational meeting 25 March 2024. The Board has deemed, in particular taking into consideration the size and composition of the Board, it more efficient to prepare and discuss matters pertaining to amongst other things the development of remuneration schemes as well as remuneration principles in its full composition. In addition, the Board has assessed that it fulfils the independence requirements set out for a Nomination and Remuneration Committee. The composition, duties and working procedures of the Committees shall be defined by the Board in the Charters confirmed for the Committees. The Committees regularly report on their work to the Board.

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