Committees 2005
As part of the company’s efforts to increase the efficiency and depth of the board’s work on certain issues, the board has established three committees: the Audit Committee, Compensation Committee and Finance and Risk Committee. The committees are empowered to make decisions about business that the board has delegated to them and other issues concerning their respective areas of responsibility which are not matters of principle. Reports on the issues that each committee has dealt with and decided on at meetings are given at the next board meeting.
Audit Committee
Investor’s Audit Committee is appointed annually by the board and has three members. The president is not permitted to be a member of the committee. The Audit Committee is the primary communication channel between the board and the company’s auditors and is responsible for the board’s work to assure the quality of the company’s financial reporting.
Work of the Audit Committee in 2005
In fiscal 2005, the committee’s members consisted of board members Sune Carlsson (chairman), Jacob Wallenberg and Håkan Mogren. Claes Dahlbäck was a member up to the 2005 AGM. In 2005, the committee had seven meetings during which minutes were taken. The members also discussed issues on a regular basis when needed.
One of the company’s auditors, the CFO or the head of finance participated in all meetings of the Audit Committee in 2005. The committee worked with quality assurance of the financial reporting system by conducting in-depth reviews of the auditors’ reports on the year-end financial statements and regular audit work. In addition, the committee reviewed all of Investor’s financial reports and discussed them with one of the company’s auditors and the CFO. This work was focused on the accounting effects and process changes required by the transition to IFRS and associated risks.
The Audit Committee also discussed the valuation of unlisted holdings in the Private Equity Investments business area and 3 Scandinavia, as well as the valuation of the debt portfolio in accordance with IFRS. The new Swedish Code of Corporate Governance was presented and the principles and focus of the new internal control function were established. The Audit Committee also established guidelines for other services that can be purchased from the auditors in addition to audit work.
Compensation Committee
Investor’s Compensation Committee is appointed each year by the board. No one from the company’s management may be represented on this committee. The chairman of the board is permitted to be the chairman of the Compensation Committee. The main task of the committee is to prepare issues concerning compensation and other employment terms and conditions for management and other employees.
The purpose is to enable independent and thorough transparency regarding all aspects of Investor’s overall compensation program. Questions regarding the president’s compensation are presented to the board for decision. Issues concerning compensation for the other members of management are decided by the committee and the board is informed afterwards.
In accordance with the Swedish Code of Corporate Governance, members of the Compensation Committee are to be independent of the company and its management. However, one of the members of the committee in 2005 had been a member of the board for more than 12 years and was therefore considered not to be independent of the company and its management in accordance with the Code. However, in Investor’s opinion, it is important to have a member with extensive experience of compensation issues as a member of the Compensation Committee.
Work of the Compensation Committee in 2005
In fiscal 2005, the committee’s members consisted of board members Jacob Wallenberg (chairman), Anders Scharp and O. Griffith Sexton. Claes Dahlbäck and Peter D. Sutherland were members until the 2005 AGM. In 2005, the committee had nine meetings during which minutes were taken, and when needed, informal contacts between these meetings.
In 2005, the committee and an external consulting firm worked primarily on developing a new long-term incentive program for management and employees. The new proposal will be presented at the 2006 AGM. The committee also prepared the compensation package for the new president. Furthermore, the committee reviewed and approved the compensation structure and remuneration for management and other personnel for 2005.
Finance and Risk Committee
Investor’s Finance and Risk Committee is appointed each year by the board. The Finance and Risk Committee identifies financial risks and proposes measures to either limit the risks or expose the company to them. The committee also works with operational risks, compliance and security issues and ensures that risks are managed and monitored securely. The Finance and Risk Committee has the right to decide on matters in its areas of responsibility and is required to inform the board afterwards.
Work of the Finance and Risk Committee in 2005
In fiscal 2005, the committee’s members consisted of board members Björn Svedberg (chairman), Sirkka Hämäläinen and Ulla Litzén. In 2005, the committee had four meetings during which minutes were taken, and when needed, informal contacts between these meetings. The president, and other representatives from management and risk management and specialist functions, also participated in meetings.
The current risk situation for each area of operation is reported on and discussed at each meeting. The company’s financing strategy and management of surplus liquidity is also discussed. The committee reviewed and updated risk policies and reviewed all ISDA and loan agreements. The new Swedish Market Abuse Penal Act was reviewed and the necessary updates were made to Investor’s compliance regulations governing the personal account trading of employees in securities
Information updated 2008-06-19 08:44:58