Page 52 - Loomis Annual Report 2017

48 Corporate Governance Report
Loomis Annual Report 2017
or where a member of the Nomination Committee is no longer em- ployed by a principal shareholder or for any other reason chooses to resign from the Nomination Committee before the 2018 AGM, the Nomination Committee has the right to appoint another represen- tative for the principal shareholder to replace that member. The composition of the Nomination Committee is published on Loomis’ website. The duties of the Nomination Committee are established in speci c work procedures for Loomis AB’s Nomination Committee. Three Nomination Committee meetings were held in 2017.
Auditors
The 2017 AGM voted to appoint PricewaterhouseCoopers AB as the external auditor for one year with Patrik Adolfson as auditor in charge.
The auditors examine the Company’s Annual Report, consoli- dated nancial statements and accounts, as well as the adminis- tration of the Company by the Board and the President. The audi- tors perform their duties in accordance with an audit plan estab- lished in consultation with the Audit Committee and the Board. The auditors attend all Audit Committee meetings and present their audit conclusions to the entire Board at the board meeting held in conjunction with the closing of the annual accounts. The auditors also inform the Board on an annual basis about services they have provided over and above the audit, about fees for such services and about other circumstances that may have a bearing on the independence of the auditors. The auditors also attend the AGM and present their work, ndings and conclusions. During the year the auditors met with the Audit Committee when no members of Group Management were present.
The audit is performed in accordance with the Swedish Com- panies Act, the International Standards on Auditing and generally accepted auditing standards in Sweden, which are based on the international auditing standards issued by the International Fed- eration of Accountants (IFAC).
The fees paid to the auditors were as follows in the table below. For more information on audit fees and other fees, refer to Note 10. For a more detailed presentation of the auditor in charge, Patr- ik Adolfson, refer to page 55.
Board of Directors
The Board of Directors’ work procedures and responsibilities
The Board of Directors (The Board) bears the ultimate responsibili- ty for the organization and administration of the Company and that the Group is in compliance with the Swedish Companies Act. Fur-
thermore the Board appoints the President* and CEO* and the Au- dit and Remuneration Committees. The President and CEO is re- sponsible for the Company’s day-to-day operations in accordance with the guidelines issued by the Board. The Board also determines the salary and other remuneration for the President and CEO.
The duties of the Board and the division of responsibilities be- tween the Board and Group Management are stipulated in the work procedures for the Board, which are documented in the form of written instructions and adopted at least once a year. According to the work procedures, the Board is to take decisions on matters such as the Group’s general strategy, nancial reporting, company acquisitions and divestments, major investments and nancing, and is to establish a framework for the Group’s operations by ap- proving the Group’s budget. The rules include a work plan for the President and CEO and nancial reporting instructions.
The work procedures also prescribe that an annual evaluation of the work of the Board of Directors should be carried out. On a yearly basis, all Board members submit their answers to a questionnaire is- sued by the Nomination Committee about the quality of the work in the Board. The aim is to obtain a sound basis for the Board’s own evaluation work and to provide the Nomination Committee with in- formation for its nomination duties.
The Board is also responsible for ensuring that the Company has good internal control and for an ongoing evaluation of the e ciency of the Company’s internal control systems. The Board is to ensure that the Company has formal routines to guarantee compliance with the adopted principles for nancial reporting and internal control. This is described in more detail in the Board’s Report on Internal Control and Risk Management, starting on page 51.
The Board has adopted a number of policies for areas of key importance for Loomis. See the section under the heading “Control environment” on page 52.
Chairman of the Board
The Chairman is responsible for ensuring that the Board performs its duties in accordance with the Swedish Companies Act and oth- er relevant laws and regulations. This includes monitoring operat- ing activities and ensuring that all of the board members receive the information they require. The Chairman monitors operations by being in regular contact with the President and is responsible for ensuring that other board members receive adequate informa- tion on which to base decisions. The Chairman also ensures that the above-mentioned annual evaluation takes place of the work of the Board and the President. The Chairman represents the Com- pany in ownership-related matters.
NOMINATION COMMITTEE
AUDIT FEES GROUP
PARENT COMPANY
Nomination Committee member
Representing
Newly elected/ re-elected
Independent of major share- holders
SEK m
2017
13 (4)
1 (1)
0 (0)
0 (0)
2016
13 (4)
1 (1)
0 (0)
0 (0)
2017
3 (3)
1 (1)
0 (0)
0 (0)
2016
15
1
15
1
4
–
16
4
Jan Svensson (Chairman)
Marianne Nilsson Henrik Didner
Investment AB Latour
Re-elected
No
Auditing activities other than the audit assignment
(whereof the parent company’s auditor)
Tax advice
(whereof the parent company’s auditor)
Other services
(whereof the parent company’s auditor)
TOTAL PwC
Other auditors
- Audit assignment
TOTAL
3
1 (1)
0 (0)
0 (0)
4
–
Audit assignment
(whereof the parent company’s
auditor) (3)
Mikael Ekdahl
Melker Schörling AB
Re-elected
No
Swedbank Robur fonder
Re-elected Yes Didner & Gerge fonder Re-elected Yes
Johan Strandberg
SEB Fonder
Re-elected
Yes
16 4