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, the Remuneration Committee and the Finance and Risk Committee. The committees function above all is a preparatory and administrative role. They are empowered to make decisions on business that the Board, under the instructions issued to the committees has delegated to them, and on other issues in their respective areas of responsibility that are not matters of principle. The committees are subsequently required to inform the Board of any such decisions. The issues considered and the decisions taken at meetings of the committees are to be recorded in the minutes of the meeting and reported on at the following Board meeting. The members of the committees are appointed at the statutory Board meeting for one year at a time and their work is governed by the committee instructions, which are subject to annual approval.
Audit committee
The Audit Committee is an important channel of communication between the Board and the company’s auditor. Via indepth analysis of specific areas, the Audit Committee supports the Board in its work to assure the quality of the company’s financial reporting, as well as in following up the results of the audit by the external auditors. The Internal Control function provides a support function to the Audit Committee.
Members of the audit committee
At its statutory meeting in 2008, the Board appointed the following persons to the Audit Committee: Sune Carlsson (Chairman), Håkan Mogren, Jacob Wallenberg and Peter Wallenberg, Jr. With reference to the independence criteria set out in the NASDAQ OMX Stockholm AB Rule Book for Issuers, the composition of the Audit Committee meets the independence criteria of the Swedish Code of Corporate Governance.
Work of the audit committee in 2008
During the year, the committee held five meetings at which minutes were taken. When necessary, the Board members also discussed issues outside of any such meetings. All meetings were attended by the company’s auditor, CFO and Head of Finance and Risk Management.
The Audit Committee’s continuous quality assurance efforts related to Investor’s financial reporting are comprised of analyses of the auditors’ reports on the year-end financial statements and regular reviews as well as follow-up on the reviews conducted by the Internal Control function.
The valuation principles for the different business areas are central to Investor’s financial reporting and as such, these principles are regularly scrutinized by the Audit Committee. During 2008, special attention was devoted to the valuation principles for the EQT investments and Operating Investments. In addition, both structural and specific tax issues were discussed during the year. Each interim report is analyzed by the Audit Committee and discussed with the CFO and the auditors for completeness and accuracy.
Every year, the Audit Committee evaluates the audit process and informs the Nomination Committee of the results of the evaluation.
The Internal Control function is a support function for the committee in its task of keeping continuously updated on and evaluating how well the company’s systems of internal control operate. Each time the committee meets, the Internal Control function reports on any specific auditing measures that have been taken. Among other things, in 2008, an audit was conducted of certain processes associated with Active Portfolio Management and Operating Investments and the results from the year’s in-depth risk analysis were presented.
Remuneration committee
The main task of the Remuneration Committee is to prepare issues relating to remuneration and other terms and conditions of employment on behalf of both management and other employees. The committee carries out thorough and independent analysis of all aspects of Investor’s overall remuneration program and presents a comprehensive picture of the financial consequences of the remuneration program.
Members of the remuneration committee
At its statutory meeting in 2008, the Board appointed the following persons to the Remuneration Committee: Jacob Wallenberg (Chairman), Anders Scharp and O. Griffith Sexton.
With reference to the independence criteria set out in the NASDAQ OMX Stockholm AB Rule Book for Issuers, the composition of the Remuneration Committee meets the independence criteria of the Swedish Code of Corporate Governance.
Work of the remuneration committee in 2008
In 2008, the committee had six meetings at which minutes were taken, and continuous informal contacts between these meetings. All meetings were attended by the company’s head of Human Resources.
During the year, the committee conducted a comprehensive evaluation of the long-term share-based remuneration program for management and employees that was adopted at the 2008 AGM. The evaluation has been made from three perspectives: the employee’s motivation, the control effects of the program and the effects of the program on the shareholder value. The evaluation included an internal employee survey, in-depth interviews with key employees at the company, external assessments from two independent experts, analysis of research within the area, an assessment of the institution’s guidelines and an estimation of the effect of various parameters on valuation. There will be minor modifications to the longterm share-based remuneration program that will be presented at the 2009 AGM. The Board consider the fundamental principles of the program to be appropriate and they will remain in their current form. The program is proposed to have a structure which is easier to explain and which creates a more clear connection to the long-term shareholder value. For more information about the Board’s proposal for the long-term share-based remuneration program 2009, refer to the information about the AGM on the company’s website.
The committee also reviewed and approved the remuneration structures for employees and started the remuneration review for management that takes place every other year. The President’s goals for 2008 were evaluated and assessed.
The Remuneration Committee also discussed strategically important personnelrelated issues, such as leadership development and succession issues. In 2008, the Remuneration Committee was especially involved in strategic personnel-related issues arising from the changes that took place in the Management Group during the year. Henry E. Gooss stepped down and Stephen Campe was appointed the new head of Investor Growth Capital and a new member of the Management Group.
Finance and risk committee
In addition to complying with the requirements of the Code, Investor’s Board appoints a Finance and Risk Committee each year. The role of the committee is to ensure effective compliance with regulations and to assure effective and reliable processes for identifying, managing, controlling and monitoring risks. The Finance and Risk Committee deals with operational, IT, security and financial risks, including market, credit and liquidity risks. It is empowered to make decisions within its areas of responsibility and shall subsequently inform the Board of any such decisions. The Finance and Risk Committee is supported by the Compliance and Risk Control functions.
Members of the finance and risk committee
Since the 2008 AGM, the Finance and Risk Committee has consisted of Board members Sirkka Hämäläinen (Chairman), Grace Reksten Skaugen and Jacob Wallenberg.
Work of the finance and risk committee in 2008
During the year, the committee held five meetings at which minutes were taken, four ordinary meetings and one extra meeting. Informal contacts were maintained between these meetings as needed. Representatives of management and the specialist functions attended the meetings. At each meeting, the Risk Control function reports on the current risk situation in, and follows up on limits for, each area of operation, in accordance with applicable policies. In 2008, the Finance and Risk Committee spent a great deal of time discussing the volatility and uncertainty on the market and how Investor should position itself given this turbulence.
The Compliance function reported on changes in legislation and regulations and any subsequent updates to the company policies. In 2008, the policy for the Operating Investments business area was at the top of the agenda.
The Finance and Risk Committee also analyzed the Group’s legal structure, provided input for the framework to an in-depth risk analysis conducted within the organization and discussed the company’s insurance structure during the year. Finally, the committee revised sections of the risk policy with regard to mandates and Valueat- Risk limits related to a change in the risk calculation system.
Information updated 2009-03-24 16:40:42