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. Eltel’s audit committee is to comprise no less than three members of the board of directors chosen by the annual general meeting. At least one member must be independent and have accounting or auditing proficiency.
The current audit committee consists of three members: Susanne Lithander (chairman), Ulf Lundahl and Matti Kyytsönen. The present members of the audit committee are considered independent in relation to the company and its senior management.
The audit committee shall, without any impact otherwise on the tasks and responsibilities of the board of directors:
(a) monitor the company’s financial reporting;
(b) in respect of the financial reporting, monitor the effectiveness of the company’s internal control, internal audit, and risk management;
(c) keep itself informed regarding the audit of the annual report and Group accounts;
(d) review and monitor the impartiality and independence of the auditor, giving particular attention to if the auditor provides the company with services other than auditing services; and
(e) assist in preparation of proposals to the general meeting’s resolution regarding election of auditor.
As part of tasks (a) and (b) above, the audit committee chairman shall support the senior management in questions regarding financial reporting and information disclosure and have an ongoing contact with the auditor in these matters.
In addition, the audit committee chairman will support the managing director, the chief financial officer and the IR manager in matters relating to information disclosures, financial reporting and media contacts, especially in the event of crisis situations, and sign off on matters relating to information disclosures.
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.
The present remuneration committee consists of Karl Åberg and Gunilla Fransson. The present members of the remuneration committee are considered independent in relation to the company and its senior management. The remunerations committee’s main tasks are to:
(a) prepare the board of directors’ decisions on issues concerning principles for remuneration, remunerations and other terms of employment for the senior management;
(b) monitor and evaluate, both ongoing and terminated during the year, programmes for variable remuneration for the senior management; and
(c) follow and evaluate the application of the guidelines for remunerations to senior management that the annual general meeting is legally obliged to decide on, as well as the current remuneration structures and levels in the company.