Annual and Sustainability Report 2011 - Teracom

Remuneration
The Chairman of the Board and all Board members are paid for
their efforts and the responsibility that their assignment entails
in accordance with the decisions taken at the AGM. Members
also receive payment for their work in committees. The Board
of Directors decides on remuneration to the President/CEO and
Executive Vice President/CFO based on preparatory work by the
remuneration committee. When deciding on the remuneration
and other employment terms and conditions for senior
executives, decisions are based on the guidelines set out the
remuneration policy, which are established by the owner at the
AGM. For more information on remuneration, please see note 6
on pages 74-75 of the annual report.
Audit committee
Each year, the Board appoints an audit committee to obtain
more in-depth knowledge on, and to be able to work more efficiently
on, matters relating to risk assessment, internal control,
external reporting and auditing. The audit committee is a preparatory
body, whose proposals are passed on to the Board, i.e. the
committee is not authorized to make decisions. The committee's
work is regulated by the Board's Rules of Procedure.
The committee's tasks also include monitoring auditor
impartiality and independence by supervising the independent
audit tasks that auditors may be given by the company's
management team. The audit committee also assists the
Board of Directors in assuring the quality of financial
reporting. Following the Board meeting in March 2011, the
audit committee consisted of three members: Chairman
Kristina Axberg Bohman, Lars Grönberg and Urban Lindskog.
The Executive Vice President/CFO, group reporting
manager and auditors attended each meeting. However, the
auditors were not present at the meeting to evaluate their
work. Company officers from the Group were invited to
present certain issues. The audit committee always submitted
information about its meetings at the next scheduled Board
meeting. The minutes from each meeting of the audit
committee were sent to each of the Board members or made
available on the Board's website.
During the 2011 financial year, the committee held
seven meetings and particular attention was devoted to the
following items:
• 2011 interim reports and the 2010 annual report
• Risk assessments
• Critical accounting issues
• Evaluation of the internal controls
• Evaluation of the work done by auditors
• Governing policies for Board decisions
• Internal audit
• Planning of the audit
Remuneration committee
The remuneration committee is a preparatory body that
submits its recommendations to the Board of Directors and
thus is not authorized to make decisions. The remuneration
committee is responsible for reviewing and providing
recommendations to the Board on remuneration principles
and pension terms for the company's senior executives in
accordance with the Group's policies. It is also responsible for
reviewing and providing recommendations on the President/
CEO's terms of employment, remuneration and other benefits
prior to a decision on such matters by the Board of Directors.
The remuneration committee held two meetings during the
2011 financial year. The committee consists of four members
appointed by the Board, specifically Åsa Sundberg (Chairman),
Maria Curman, Ingrid Engström and Johan Hallberg.
Responsibilities of the President/CEO and cooperation with
the Board
The Board of Directors appoints the Group's President/CEO,
a position which has been held by Crister Fritzson since
2008. Gunilla Berg was elected Executive Vice President/
CFO at the Board meeting in November 2010. According
to the Companies Act and the Board of Directors' Rules of
Procedure, the President/CEO is responsible for the ongoing
administration of the Group's business activities. The Board's
directive for the President/CEO provides detailed information
on the President/CEO's authority and obligations.
Cooperation and exchange of information between the
President/CEO and the Chairman of the Board occurs at
regularly scheduled meetings. Among other things, these
meetings are used to plan upcoming Board meetings. The
President/CEO provides the Board with monthly reports that
help facilitate the Board's ability to continuously monitor the
Group's financial position.
Management structure and organization
Teracom Group's management team meets every other week
in order to discuss issues relevant to the Group as a whole,
such as allocation of resources, financial developments,
budgets/forecasts, ongoing decisions pertaining to business
operations, governance, risk management, sustainability
issues and issues before the Board.
During 2011, the Group management team consisted
of Crister Fritzson, President and CEO of Teracom Group
AB, Gunilla Berg, Executive Vice President and CFO of
Teracom Group AB, the Presidents of the active subsidiaries
in Sweden, Denmark and Finland and heads of the Group
functions Finance, Communication, Human Resources and
Strategy and Business Development. The Group management
team formulates and develops the Group's mission, goals and
strategies through discussions with the Board and it is also
responsible for the on-going administration of the Group.
Changes to the functions included in the Group management
team for 2012 are that, as of January, the head of Finance
will no longer participate and, as of March 12, the head of
the new function, Product, will join.
The President/CEO is Chairman of the Group management
team and decides on the control mechanisms for the
subsidiaries and Group functions. The subsidiaries handle the
operational activities and are clearly accountable for their
performance. The Group functions, which are placed in the
Parent Company, have a functional responsibility within their
areas of expertise and are charged with the task of actively
supporting the Group management team and subsidiaries in
their efforts to achieve the Group's goals.
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