Audit Committee
Investor’s Audit Committee is appointed annually by the board and has four 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 2006
As of the 2006 AGM, the Audit Committee has consisted of the following four board members: Sune Carlsson (chairman), Jacob Wallenberg, Peter Wallenberg Jr and Håkan Mogren.
During the year, the committee had six meetings during which minutes were taken. The members also contin uously discussed issues as needed. One of the company’s auditors, the CFO or the head of finance participated in all meetings during the year. Among other business in 2006, the committee focused on the acquisition of Gambro and the accounting procedure for this holding.
The Audit Committee works continuously with the 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. At all meetings of the committee in 2006, the internal control function reported on ongoing process evaluations and specific auditing measures that were implemented.
Before the publication of all of Investor’s financial reports in 2006, the committee has analyzed and dis cussed them with one of the company’s auditors and the CFO. The committee also approved the audit plan for the year and established which services that can be purchased from the auditors in addition to audit work. The auditors performed a so-called hard close audit of the company’s nine-month interim report. The results of this audit were presented to the Audit Committee.
Each year the Audit Committee evaluates the auditing work and informs the Nomination Committee about results of the evaluation. During the fall, the Audit Committee assisted the Nomination Committee with the development of its proposal for the election of auditors for the period up to the end of the 2011 AGM.
Renumeration Committee
Investor’s Renumeration 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 Renumeration 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.
Renumeration Committee work 2006
At the statutory meeting of the board in 2006, the board appointed the following persons as members of the Remuneration Committee: Jacob Wallenberg (chairman), Anders Scharp and O. Griffith Sexton.
In 2006, the committee had seven meetings during which minutes were taken, and when needed, informal contacts between these meetings. During the year, the committee worked on developing the guidelines for the new share program for management and employees that was presented at the 2006 AGM.
During the latter part of 2006, the Remuneration Committee also followed up the 2006 program and proposed minor adjustments to the 2007 share program. The committee also reviewed and approved the remuneration structure for the business areas, as well as remuneration for management and other personnel for 2006.
Salaries for 2007 were also evaluated. Personnel-related issues, such as a general review of employee benefits and the attendance keeping system, were discussed and implemented during the year. The Remuneration Committee also discusses strategically important personnel questions, such as leadership development and succession issues.
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.
Finance and Risk Committee work 2006
Until the 2006 AGM, the committee’s members consisted of board members Björn Svedberg (chairman), Börje Ekholm, Sirkka Hämäläinen and Grace Reksten Skaugen.
The current risk situation for each area of operation is reported on and discussed at each meeting. In connection with the restructuring of the debt portfolio in the beginning of 2006, the committee’s work was particularly focused on the company’s financing strategy. In addition, the committee reviewed current insurance policies, launched a project for internal and external information security and updated Investor’s compliance policy.