Committees of the Board
The Board has established an Audit Committee and a Remuneration Committee. The members and the Chairmen of the Committees are appointed at the statutory Board meeting for a period of one year. The major tasks of these committees are preparatory and advisory, but the Board may delegate on occasion authorization for the Committees to determine in specific matters. The issues considered at committee meetings shall be recorded in minutes of the meetings and reported at the following Board meeting.
In accordance with the Swedish Companies Act, the Board annually appoints an Audit Committee whose primary responsibilities are to (a) monitor the Company’s financial reporting, (b) oversee the effectiveness of the Company’s internal control, internal audit function and risk management as they relate to financial reporting, (c) review and supervise the Company’s external auditors’ impartiality and independence, and (d) when applicable, assist in the preparation of proposals for the AGM’s election of auditors. The Audit Committee may also exercise any other powers and carry out any other responsibilities delegated to it by the Board from time to time.
The Board determines the composition of the Audit Commit¬tee, which shall have at least three members, none of whom may be employed by the Company, and at least one of whom must be independent of the Company and have auditing or accounting expertise. The Board appoints the Committee members annually at the Statutory Board Meeting or when a Committee member needs to be replaced.
The Committee members appointed in April 2015 were Ulla Litzén (Chair), Daniel Nodhäll and Katarina Martinson, who were the same members as the previous year. Audit Committee meetings are also attended by the Company’s internal auditor who keeps the minutes of the meetings, the Company’s CFO and the General Counsel. Other members of Group Management are present to report on matters as relevant. In 2015, the Audit Committee held seven meetings, which fulfils its own charter rule that it shall meet at least four times per year. The Audit Committee meetings follow an adopted agenda plan, which includes a review of open issues, a treasury and tax update, and an internal audit update. The Audit Committee also reviews the Company’s Interim Reports and Board of Directors’ Report before they are submitted to the Board. The Committee meets frequently with the Company’s external auditors and solicits reports on audit¬ing work and the closing of the books. At least once a year, the Committee meets separately with the Company’s internal auditor. It also reviews the Company’s compliance work quarterly.
In accordance with the Swedish Code, the Husqvarna Board annually appoints a Remuneration Committee whose primary responsibilities are to (a) prepare proposals on remuneration and other terms of employment for the executive management of the Company, (b) monitor and evaluate programs for variable remuneration for Group Management, and (c) monitor and evaluate current remuneration structures and levels in the Company. The Remuneration Committee is also increasingly taking an active interest in talent management within the Company. The Remuneration Committee may exercise any other powers and carry out any other responsibilities delegated to it by the Board from time to time.
The Board determines the composition of the Remuneration Committee, which shall have at least three members, of which at least two must be independent of the Company and its executive management. The Board appoints the Committee members annually at the Statutory Board Meeting or when a Committee member needs to be replaced. The Committee members appointed in April 2015 were Tom Johnstone (Chair), Lars Pettersson and David Lumley. All Remuneration Committee meetings are also attended by the Company’s SVP People & Organization, who takes the minutes of the meetings. Other participants are invited, if relevant.
In 2015, the Remuneration Committee held six meetings, which fulfils the charter criteria that it shall meet at least twice a year. All Committee meetings follow an adopted agenda plan, which includes a review of the Company’s long-term incentive (“LTI”) and short-term incentive (“STI”) programs and ensures that these programs follow legal and internal policies, decisions from the AGM and other relevant rules and instructions. If needed, the Committee solicits advice and external benchmarks to ensure that the Company’s remuneration principles are up to date. The Remuneration Committee also ensures that the performance of Group Management members and the President and CEO is evaluated once a year. The Remuneration Committee reports on its findings and recommendations at each Board meeting held in person, and if relevant, at Board meetings by telephone.