Page 53 - Loomis Annual Report 2017

Loomis Annual Report 2017
Corporate Governance Report 49
Composition of the Board
Loomis’ Board of Directors is to consist of at least ve and no more than ten members elected by the Annual General Meeting, with no deputies. In addition The Board may also include two employee representatives and two deputies for these members. For informa- tion on Loomis board members, see table below and pages 54–55.
The Board meets at least ve times a year, including the statu- tory meeting following the Annual General Meeting, and convenes additional meetings if the situation requires this. Each board meeting is also attended by the Group CFO and, in his capacity as Secretary of the Board, Attorney Mikael Ekdahl. If the CEO is not a member of the Board, the CEO also attends every board meeting. The Company’s auditors attend the board meeting held in con- junction with the closing of the annual accounts. When reporting is necessary on speci c issues, other o cials from the Group also attend board meetings. For more information on board member attendance at board meetings, refer to the table below.
Independence
Five of six of the board members elected by the 2017 AGM are re- garded as independent of the Company and its management. Three of six of the board members elected by the AGM 2017 are regarded as independent of the Company’s major shareholders. Loomis AB is therefore of the opinion that the current composi- tion of the Board of Loomis AB meets the independence require- ments as set out in the Code. For information on which board members are regarded as independent of the main shareholders and the Company see the table below.
All of the board members elected by the AGM have relevant experience from other listed companies. For more information, refer to pages 54–55.
Work of the Board in 2017
In 2017 the Board convened a total of twelve meetings, one of which was a statutory meeting.
Matters of importance dealt with during the year include:
• Business strategy
• Interim reports and annual report
• Presentation of each country’s business plan and budget for
2018, and approval of the 2018 budget
• Investments and acquisitions/divestments of operations.
• Guidelines for remuneration and bonuses, and other HR-related
• Financing and
• Annual evaluation of the Board’s work
Audit Committee
The Board has appointed an Audit Committee which consists of two board members and is instructed to review all of the nancial reports submitted to the Board by Group Management and to submit recommendations regarding their adoption. The Audit Committee’s work also involves an emphasis on risk management in connection with cash processing and on promoting risk aware- ness throughout the Group. The Committee work according to in- structions and to an appendix to the Board’s work procedures stipulating, among other things, the Committee’s purpose, re- sponsibility and its composition and reporting responsibilities. The Committee’s main duties are:
• Examining the Company’s nancial reporting
• Examining internal control and corporate governance
• Addressing audit and accounting issues
• Evaluating and verifying the auditors’ impartiality and inde-
pendence and;
• Assisting the Company’s Nomination Committee in preparing
proposals for electing auditors.
The Audit Committee is an independent body. The items above are addressed and presented to the Board in preparation for board decisions. In 2017 the board members Cecilia Daun Wen- nborg (chairman), Ingrid Bonde and Gun Nilsson (from May 4, 2017) were members of the Audit Committee. Ingrid Bonde joined the Audit Committee in January 2017. All are regarded as independent of the Company and its management. The Audit Committee meetings are normally also attended by the Compa- ny’s auditor, President and CEO, the Group CFO and the Head of Financial Control & Treasury. When reporting is required on speci c matters, other o cials from the Group participate as well. In 2017, the Committee held a total of four meetings.
Remuneration Committee
The Board has appointed a Remuneration Committee tasked with addressing all issues relating to salaries, variable remuner- ations, warrants, pension bene ts and other forms of compensa- tion for Group Management and, if the Board so decides, other levels of management as well. The Remuneration Committee is also tasked with monitoring and evaluating variable remunera-
matters
• Matters relating to internal control
• Audit-related matters
COMPOSITION OF THE BOARD OF DIRECTORS
BOARD MEMBER
Elected
Board fees1) (SEK)
Committee fees1) (SEK)
Board meetings (12 total)
Remuneration Committee (3 total)
Audit Committee (4 total)
Independent of major shareholders
Independent of the Company
Alf Göransson (Chairman)
Ingrid Bonde
Jan Svensson Jörgen Andersson3)
2007 800,000
2013 350,000 2006 350,000 2017 –
100,000
100,000 50,000 –
12 3
12 – 12 3
– No Yes
4 Yes Yes
Patrik Andersson (President)
2016
–
–
12
–
4
Yes
No
Cecilia Daun Wennborg
2013
350,000
200,000
12
–
4
Yes
Yes
– No Yes 9 – –
Gun Nilsson2)
2017
350,000
100,000
9
–
2
No
Yes
So e Nordén3)
2017
–
–
9
–
–
1) Fees approved by 2017 AGM. The fees relate to remuneration during the period between the 2017 AGM and the 2018 AGM. For fees expensed in 2017, refer to Note 11.
1) Gun Nilsson was elected to the Bard of Directors at the AGM on May 4, 2017.
3) Jörgen Andersson and So e Nordén has been part of the Board of Directors since July 2017.