Addnode Group Annual Report 2015 | Page 76

ANNUAL REPORT Corporate Governance Report

may impact the Addnode Group ’ s financial position . The Board also reviews , primarily through the Audit Committee , the most significant accounting policies applied in the Group pertaining to the financial reporting , as well as significant changes in the policies . The task of the Audit Committee includes reviewing reports about internal control and the processes for financial reporting .

The Group ’ s auditors report to the Board when necessary , and at least twice per year . At least one of these reports is presented without the presence of the President or any other member of Group Management . The Group ’ s auditors also participate in Audit Committee meetings when necessary . The Audit Committee reports to the Board after each meeting . All Audit Committee meetings are documented by minutes , which are available for all board members and the auditors .

Evaluation of the Board of Directors The Board performs an annual evaluation of its own work . The evaluation pertains to work methods and work climate , the focus of the Board ’ s work , as well as access to and the need for specific expertise on the Board , in accordance with the requirements for diversity and breadth laid out by the Swedish Corporate Governance Code . The evaluation is used as a tool to develop the Board ’ s work and is also used as documentation for nomination work by the Nomination Committee .

Directors ’ fees Fees paid to the AGM-elected board members are set by the AGM based on the recommendation of the Nomination Committee . For the period between the 2015 and 2016 Annual General Meetings , a set fee of SEK 350 thousand ( 340 thousand ) is payable to the Chairman of the Board , and SEK 175 thousand ( 170 thousand ) is payable to each of the other board members . In addition , a fee may be payable on account for special initiatives ( consulting services , etc .) by board members within their respective competency areas , provided that such initiatives are approved in advance by the Chairman of the Board or by two board members . A fee of SEK 35 thousand ( 30 thousand ) is payable to each of the two regular members of the Board ’ s Audit Committee , and a fee of SEK 55 thousand ( 50 thousand ) is payable to the Audit Committee chair . A fee of SEK 15 thousand ( 15 thousand ) is payable to the members of the Remuneration Committee . A board member may be given the opportunity to invoice the director ’ s fee provided that it is cost-neutral for the company and in accordance with applicable legal rules and recommendations . No other fees for work other than board assignments were paid in 2015 . There are no agreements concerning pensions , severance pay or other benefits for board members .

COMMITTEES The Board has established a Remuneration Committee and an Audit Committee . The work of the committees is mainly of a preparatory and advisory nature , but the Board may delegate decision-making authority to the committees in special cases . Committee members and the committee chairs are appointed at each year ’ s statutory board meeting .

Audit Committee The Audit Committee ’ s main task is to monitor the processes for Addnode Group ’ s financial reporting and internal control in order to ensure the quality of external reporting . The Audit Committee ’ s members are Jan Andersson ( committee chair ), Sigrun Hjelmquist and Kristofer Arwin .

The Committee ’ s work includes : > Reviewing the financial statements and addressing accounting issues that impact the quality of the company ’ s financial reporting > Monitoring the efficiency of internal control , including risk management , over financial reporting > Monitoring the audit and evaluating the work of the auditors > Evaluating the auditors ’ objectivity and independence > Assisting the Nomination Committee in making recommendations for auditors and auditors ’ fees .

Remuneration Committee The Remuneration Committee ’ s main task is to represent the Board on matters pertaining to remuneration and terms of employment for the President and other senior executives based on the guidelines for remuneration and terms of employment for the President and other senior executives adopted by the AGM . The Committee reports on its work to the Board on a regular basis .

The Remuneration Committee ’ s members are Sigrun Hjelmquist , Chairman of the Board ( committee chair ), and board member Dick Hasselström .

AUDITORS At the 2015 Annual General Meeting , the chartered auditing firm PricewaterhouseCoopers AB ( PwC ) was re-elected , with Authorised Public Accountant Magnus Brändström as auditor-in-charge . Magnus Brändström has been an Authorised Public Accountant since 1995 . To ensure fulfilment of the information and control requirements placed on the Board , the auditors report to the Audit Committee on a regular basis about all material accounting issues , as well as about any errors

MAIN ITEMS OF BUSINESS FOR THE BOARD IN 2015 :