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AUDIT COMMITTEE
The purpose of the Audit Committee is to ensure a high standard of quality in
audits of the Company and the Group and to facilitate contacts between the
Board and the Company’s auditor. The committee also works to improve quality
in the monitoring and control of the Company’s fi nancial exposure and risk
management. The Audit Committee consists of three members of the Board,
who in 2005 were Björn Fröling (Chairman), Bo Ingemarson, Maria Lilja (through
April 27, 2005) and Helen Fasth-Gillstedt (from April 27, 2005). All members are
independent in relation to the Company and its management. All except Björn
Fröling are independent in relation to the principal shareholders. The company’s
CFO and the auditor elected by the Annual General Meeting are co-opted to the
committee’s meetings, as is the Group Chief Accountant when necessary. The
Audit Committee met four times in 2005 (fi ve times in 2004). All members were
present at all meetings, with few exceptions.
The work of the committee is governed by the instructions that constitute
part of the Board’s rules of procedure. The issues covered by the committee
included quarterly reports, the year-end accounts, audit work for the Group
(external and internal), investment proposals, capital structure and the introduction
of IFRS. In addition, the committee dealt with issues of internal control and their
reporting in accordance with the Code, conducted a review of the policy for
internal control and internal audits, handled preparations for the Board’s work
to quality assure the Company’s fi nancial reporting, evaluated the work of the
auditors and established guidelines for services other than audits that are
procured from the Company’s auditor. The Audit Committee reports to the Board,
which makes the fi nal decisions. The Audit Committee met with the Company’s
auditor four times during the year.
REMUNERATION COMMITTEE
The purpose of the Remuneration Committee is to evaluate the Group’s overall
payroll structure, fi xed and variable remuneration components, and other
benefi ts to senior management and executives reporting directly to the President.
Its duties also include the evaluation of the connection between performance
and compensation, issues involving bonus and incentive programs, pensions,
severance, etc. The Committee also assists the Board to draft proposals for
principles of remuneration and other employment terms for the senior management
that the Board, according to the Code’s rules, must present to the Annual
General Meeting.
The Remuneration Committee consisted of three Board members until
April 27, 2005 and two thereafter. The committee members in 2005 were Bo
Ingemarson (Chairman), Lars Förberg and Reinhold Geijer (through April 27,
2005). All members are independent in relation to the Company and its
management, with the exception of Lars Förberg, who is dependent in relation
to one of the principal shareholders. The Company’s human resources director
and, when necessary, the President, attend the committee’s meetings. In 2005
the committee met seven times and discussed issues such as the framework of
the year’s salary revision for senior executives, the principles for variable
compensation (i.e., levels, targets and outcomes), pensions and other issues
mentioned above within the framework of the committee’s competence and
duties (refer to Note 26 on page 55). All members were present at all meetings.
The Group strictly applies the grandfather principle. The Remuneration
Committee reports to the Board, which makes the fi nal decisions.
AUDITOR
The Annual General Meeting 2004 elected the accounting fi rm KMPG Bohlins
AB (KPMG) as auditor of Intrum Justitia AB with Authorized Public Accountant
Carl Lindgren as chief auditor. The auditor was elected for a term ending at the
conclusion of the Annual General Meeting 2008. The Auditor is independent.
In accordance with the decision of the Audit Committee, Intrum Justitia has
consulted KPMG on tax and reporting issues unrelated to its auditing assignment.
The size of the compensation paid to KMPG is indicated in Note 28, page
56. KMPG is obligated, as the auditor of Intrum Justitia, to test its independence
prior to every decision to provide independent advice to Intrum Justitia unrelated
to its auditing assignment.
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