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Scania annual report 2003

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THE WORK OF THE BOARD<br />

The Board and its committees<br />

According to the Rules of Procedure it has<br />

adopted, the Board of Directors shall hold<br />

at least six regular meetings per year.<br />

Beyond this, the Board may meet when<br />

circumstances demands. During <strong>2003</strong> the<br />

Board held nine meetings.<br />

The Board’s January/February, April,<br />

July/August and October/November<br />

meetings are devoted primarily to financial<br />

<strong>report</strong>ing.<br />

In August the Board deals with longterm<br />

plans and in December the financial<br />

plan (budget) for the following year.<br />

At all regular meetings, the Board<br />

deals with matters of a current nature as<br />

well as capital expenditures. Reporting to<br />

the Board from its committees occurs<br />

on a continuous basis.<br />

At its meetings, the Board also recurrently<br />

deals with various aspects of the<br />

company’s operations: for example management<br />

recruitment, financing, product<br />

development and market issues. This<br />

occurs at in-depth briefings where affected<br />

managers participate.<br />

The statutory Board meeting following<br />

the Annual General Meeting approves<br />

Rules of Procedure and a standing agenda<br />

for the Board meetings, appoints the<br />

Chairman, Vice Chairman and Board committee<br />

members, adopts instructions and<br />

decides certain compensation issues.<br />

Nomination of Board members takes<br />

place as follows: Well before the Annual<br />

General Meeting Bernd Pischetsrieder, the<br />

Chairman, and Clas Åke Hedström, the<br />

Vice Chairman, hold discussions with representatives<br />

of the four largest shareholders<br />

in the company (excluding AB Volvo)<br />

to reach a consensus on persons to be<br />

nominated.<br />

The Audit Committee – consisting of<br />

Marcus Wallenberg, Chairman, Clas Åke<br />

Hedström and Lothar Sander – had three<br />

meetings during <strong>2003</strong>. In accordance with<br />

the rules of procedure that have been<br />

adopted, the Audit Committee prepared<br />

items of business related to internal controls,<br />

financial <strong>report</strong>ing, accounting principles<br />

and external auditing.<br />

Compensation issues for the President<br />

and certain other senior executives are<br />

handled by the Remuneration Committee,<br />

which consists of Bernd Pischetsrieder,<br />

Chairman, Peggy Bruzelius, Rolf Stomberg<br />

and Clas Åke Hedström. During <strong>2003</strong> the<br />

Remuneration Committee held three meetings.<br />

A committee was also established<br />

earlier that is to consist of external Board<br />

members independent of Investor and<br />

Volkswagen. The Employee Representatives<br />

are not included. This committee is<br />

intended to prepare any possible issues<br />

for the Board concerning the ownership<br />

structure of <strong>Scania</strong> AB.<br />

The instructions to the President<br />

specify his duties and powers. These instructions<br />

include guidelines on capital<br />

expenditures, financing, financial <strong>report</strong>ing<br />

and external communications.<br />

ANNUAL REPORT <strong>2003</strong> 10

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