Scania annual report 2003
Scania annual report 2003
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