Annual Report 2010/2011 - pdf 7.05 MB - Nobina AB

COrpOrAte gOverNANCe
clear instructions regarding work assignments,
composition and decision-making
authority according to the Swedish Code
of Corporate Governance.
AUDIT COMMITTEE
The Board has elected to deviate from the
Code of Corporate Governance for the time
being with respect to the question of an Audit
Committee. Currently, the Board in its
entirety comprises the Group’s Audit Committee.
The Board’s task is to quality-assure
financial reporting in collaboration with
company management and the auditors.
The Board shall ensure that company
management identifies the risks in operations.
Furthermore, the Board of Directors
shall stay informed of and provide comments
on the organisation and prioritisation of
external and internal auditing work in the
Group to ensure that it maintains a high
professional standard and is characterised
by objectivity and integrity.
The Board follows up what emerges from
auditing work, including individual cases
where auditing measures are deemed motivated.
The Board meets with the external
auditors at least once a year.
Board members’ attendance in 2010/2011
50 NOBINA | ANNuAl repOrt 2010/2011
AUDITORS
The shareholders at the Annual General
Meeting elect external independent auditors
for a four-year period. The auditors report to
the shareholders at the company’s general
meetings.
The 2010 AGM re-elected appointed Ernst
& Young as the Nobina’s auditors for the
coming four-year period. Ernst & Young AB
have been the company’s auditors since
2005. The authorised public accountant in
charge until further notice is Erik Åström,
Ernst & Young AB. Erik Åström is a member
of FAR (Swedish accountants’ professional
organisation).
The external auditors’ assignments consist
of auditing the company’s annual report,
consolidated accounts and financial records,
as well as the administration of the Board
and President.
Ernst & Young report continually to the
Group management and to local company
management. Ernst & Young is commissioned
only for consulting services determined
and approved ahead by the Board.
The auditors inform the Board of the of the
annual audit planning, its scope and contents,
and presents its conclusions. Also, the
The Board met six times during the fiscal year
Date Type Matters considered
March, 8 extra by telephone Budget, ownership distribution
March, 17 extra by telephone Ownership distribution
Operations, annual report, terms and conditions for senior management,
April, 21 Ordinary
ownership distribution
June, 29 Ordinary Statutory meeting, work order, operations, ownership distribution
September, 27 Ordinary Operations, business plan, maintenance
December, 20 Ordinary Operations, business plan, analysis, procurements
Name Born Elected Board Meetings AGM
Jan Sjöqvist, Chairman 1948 2005 6 of 6 Yes
Jan Sundling, member 1947 2005 6 of 6 No
rolf lydahl, member 1945 2005 6 of 6 No
thomas Naess, member 1972 2009 6 of 6 No
Birgitta Kantola, member 1948 2009 6 of 6 No
Board is informed regarding assignments
that were performed in addition to auditing
services, compensation for such assignments
and other circumstances of importance for
assessing the auditors’ independence.
PRESIDENT AND GROUP MANAGEMENT
The President is appointed by the Board and is
responsible for ensuring that daily operations
are conducted in accordance with the Board’s
guidelines and instructions. Each company’s
business area manager reports directly to the
President and is responsible in turn for ensuring
that instructions and guidelines are followed.
Since 1 March 2010, Nobina’s management
consists of the President, the CFO
and two business area managers.
Group management normally meets once
a week and works in line with the company’s
collective policies and applies prevailing
instructions. The President in consultation
with Group management takes all decisions.
Guidelines for terms and remuneration
of senior management
The company strives to offer remuneration
and other terms of employment that are market
based and competitive in order to ensure
that the company can attract and retain competent
personnel. Remuneration to the President
and other persons in company management
shall consist of fixed salary, variable
compensation, pension and other customary
benefits. In addition, the President shall have
the right to a special bonus as a result of entering
a new employment contract.
The fixed salary is reassessed as a general rule
once a year and shall take into consideration
the individual’s responsibility and performance.
The fixed salary shall be competitive.
Variable remuneration shall be based on the
individual’s performance and the company’s
performance in relation to predetermined
and established goals. Evaluation of these
goals shall take place annually. Variable