Board committees

Audit Committee

The Board of Directors has internally appointed an Audit Committee. According to the Swedish Corporate Governance code, the Audit Committee is to comprise three members of whom the majority are to be independent in relation to the company and its management, and at least one of the members that are independent in relation to the company and its management must also be independent in relation to the company’s major shareholders.

The current Audit Committee consists of four members: Gunilla Fransson (Chairman), Joakim Olsson, Erja Sankari and Roland Sundén. The present members of the Audit Committee are considered independent in relation to the company and its senior management.

The main responsibilities of the Audit Committee are to:

• Monitor the Company’s financial reporting
• Monitor the effectiveness of the Company’s internal control, internal audit, and risk management
• Keep itself informed regarding the audit of the Annual Report and Group accounts
• Review and monitor the impartiality and independence of the auditor, paying particular attention to whether the auditor provides the Company with services other than auditing services
• Assist in the preparation of proposals to the resolutions to the General Meeting regarding the election of an auditor
• Advise and perform tasks that are specifically delegated from the Board of Directors, if any.

As part of the tasks described above, the Chairman of the Audit Committee shall support senior management with matters related to financial reporting and information disclosure and have ongoing contact with the auditor on these topics.

The Audit Committee Chairman shall also support the CEO, the CFO and Group Communications in matters relating to information disclosure, financial reporting, and media contacts, particularly in the event of a crisis.

Remuneration Committee

The Board of Directors has internally appointed a Remuneration Committee. According to the Swedish Corporate Governance code, the members of the Remuneration Committee shall be independent in relation to the company and its senior management. Eltel’s Remuneration Committee shall consist of at least two members of the Board of Directors elected by the Annual Meeting.

Eltel’s current Remuneration Committee consists of Ulf Mattsson (Chairman), Ann Emilson and Roland Sundén. The present members of the remuneration committee are considered independent in relation to the company and its senior management.

The main responsibilities of the Remuneration Committee are to:

• Prepare the Board of Directors’ resolutions on issues concerning remuneration principles, remunerations, and other terms of employment for the senior management
• Monitor and evaluate programmes for the variable remuneration of senior management, both ongoing and terminated during the year
• Monitor and evaluate the application of the guidelines for the remuneration of senior management upon which the Annual General Meeting is legally obliged to decide, as well as the current remuneration structures and levels in the Company
• Assess and plan the succession of senior management at Eltel.