Securitas AB Annual Report 2005

omitted that would affect the picture of the company presented
in the annual report. Currently no such certifi cation is made.
The Board of Directors is of the opinion that liability issues are
exhaustively governed by the Swedish Companies Act and that a
specifi c certifi cation as proposed by the Code thus is superfl uous.
Audit Committee
The Board of Directors has established an Audit Committee,
which operates under the ’Instructions for the Audit Committee
appointed by the Board of Directors’, that meets with Securitas’
auditors at least four times per year. The committee is focused
on accounting matters and the presentation of fi nancial information,
as well as overseeing risk matters. The committee presents
its fi ndings and proposals to the Board, before the Board’s decision-making.
The Board of Directors has elected Gustaf Douglas (Chairman)
and Berthold Lindqvist as members of the Audit Committee
for the period up to and including the Annual General
Meeting 2006. The committee met four times in 2005. The New
Swedish Code for Corporate Governance and Internal Control
have been major topics during 2005.
The Swedish Code for Corporate Governance requires the
Board to establish an audit committee consisting of at least three
Directors. The majority of the audit committee members should
be independent of the company and senior management. At least
one member of the committee is to be independent of the company’s
major shareholders.
At present the Audit Committee has only two members and
one of these is not independent of the company. It is the intention
of the Board of Directors to increase the number of audit
committee members to three, as soon as any of the independent
Board members who were elected during recent years has obtained
the necessary knowledge about the company in order to
carry out a meaningful work within the committee.
Remuneration committee
The Board has also formed a Remuneration Committee to deal
with all issues regarding salaries, bonuses, options and other
forms of compensation for Group Management, as well as
other management levels if the Board of Directors so decides.
The committee presents its proposals to the Board, before the
Board’s decision-making.
The Board of Directors has elected Melker Schörling (Chairman)
and Berthold Lindqvist as members of the Remuneration
Committee for the period up to and including the Annual General
Meeting 2006. The committee held three meetings during 2005.
Information on remuneration to Board of Directors and senior
Management is disclosed in the notes and comments to the
consolidated fi nancial statements 2005.
Group Management
Group Management is charged with overall responsibility for conducting
the business of the Securitas Group in line with the strategy
and long-term goals adopted by the Board of Directors of Securitas
AB. Group Management 2005 comprised of the President and
Report of the Board of Directors – Corporate Governance
CEO, the Executive Vice President and CFO and fi ve executives,
each representing a division. For further information on the
members of the Group Management, please refer to page 123.
Auditors
The Annual General Meeting 2004 elected Pricewaterhouse-
Coopers AB as audit fi rm, with authorized public accountant
Göran Tidström as auditor in charge, for a period of four years.
The auditors work is performed from an audit plan, which is
determined in agreement with the Audit Committee and Board of
Directors. The auditors participate in all meetings with the audit
committee and present their fi ndings from the review at the Board
meeting in February. In addition the auditors shall annually inform
the Board of Directors about services rendered in excess of the
audit, fees received for such services and other circumstances that
might effect the evaluation of the auditor’s independence. The auditors
shall also participate in the Annual General Meeting, presenting
their performed audit work, fi ndings and conclusions.
The audit is performed in compliance with the Swedish Company’s
Act and good auditing practice in Sweden, which is based on
international accounting standards by International Federation of
Accountants (IFAC). The auditors have, upon instruction from the
Board of Directors, conducted a general examination of the interim
report for the period January 1 until June 30, 2005.
Göran Tidström has been an auditor of Securitas AB since 1999.
In addition to the Securitas assignment, he acted auditor in charge
for TeliaSonera, Trelleborg, IFS, Studsvik and Arla Foods among
other stock listed companies in 2005.
Audit fees and reimbursement
The following fees and reimbursements to auditors and audit
fi rms have been paid for audit and other review in accordance
with existing laws, as well as for advice and assistance in combination
with undertaken reviews. Fees have also been paid for
independent advice. The main part of the advice is audit related
consultations in accounting and tax matters in relation to restructuring
work.
Audit fees and reimbursement (PwC)
Group Parent Company
MSEK 2005 2004 2003 2005
2004 2003
Audit Assignment 46.7
41.5 29.3 6.9 5.9 6.3
Other Assignments 47.3
62.7 73.6 3.0
10.4 16.8
Communication Policy
Securitas has adopted a Communication Policy in accordance
with the stock market’s requirements for information, aimed at
ensuring that the company fulfi ls these requirements. The Policy
has been approved by the Board of Directors and applies to the
Board of Directors, Group and Divisional Management as well
as Country and Regional management of Securitas and covers
both written information and verbal statements.
The policy states that communication shall be used in a
comprehensive manner in order to create an understanding and
knowledge of Securitas’ strategy, business operations and fi -
nancial position. Securitas’ fi nancial and other communication
SECURITAS 2005 127