20% - Assa Abloy

Corporate governance report
44
Decisions on the remuneration of the CEO and other senior
executives as well as any changes in the company’s
remuneration policy are made by the Board.
The Committee held one meeting during the year,
which was attended by both members. The most important
matters dealt with by the Remuneration Committee
during the year included the Board’s proposal for an
incentive program for employees, compensation for the
Executive Team and the adoption of a new policy in view
of changes in the Swedish ITP system.
The meetings of the Remuneration Committee are
minuted, the minutes are sent out with material for the
Board and a verbal report is given at board meetings.
Audit Committee
During 2007, the Audit Committee comprised Melker
Schörling (Chairman), Per-Olof Eriksson and Lotta Lundén.
There is an ongoing dialog with the appointed auditor,
who also attends the Committee’s meetings.
The areas of responsibility of the Audit Committee
include:
• an annual review of the company’s financial policy,
• audit of the company’s financial reporting and internal
reporting and control systems,
• monitoring of operations in the internal audit function,
• the scope and evaluation of the external audit,
• monitoring of risks.
The Audit Committee held three meetings during the
year, which were attended by all members. The most
important matters dealt with by the Audit Committee
during the year included a review of the Group’s internal
control and legal risk areas. Further, the Committee monitored
the accounting aspects that arose in connection
with the restructuring program.
The meetings of the Audit Committee are minuted,
the minutes are sent out with material for the Board and a
verbal report is given at board meetings.
Independence of the Board
Name
Independent of
the company
and its
management
Independent of
the company’s
major
shareholders
Gustaf Douglas No –
Melker Schörling No –
Carl-Henric Svanberg No –
Carl Douglas Yes No
Per-Olof Eriksson Yes Yes
Lotta Lundén Yes Yes
Johan Molin No –
Sven-Christer Nilsson Yes Yes
Remuneration of the Board
The Annual General Meeting passes a resolution on the
remuneration to be paid to board members. The 2007
Annual General Meeting decided that fees paid to the
Board should comprise a total sum of SEK 3,250,000
(excluding remuneration for committee work), to be
allocated between the members as follows: SEK 750,000
to the Chairman; SEK 550,000 to each of the Vice Chairmen;
and SEK 350,000 to each of the other members not
employed by the company. As remuneration for committee
work, the Chairman of the Audit Committee should
receive SEK 200,000, the Chairman of the Remuneration
Committee SEK 100,000, members of the Audit Committee
SEK 100,000 and members of the Remuneration Committee
SEK 50,000. The Chairman and other board members
have no pension benefits or severance payment
agreements. The CEO and employee representatives do
not receive any remuneration.
Composition of the Board
ASSA ABLOY’s Board consists of ten members and two
deputies. Eight members are elected by the Annual General
Meeting for a period of one year and two of the members
are appointed by the employee organizations in
accordance with Swedish law. The employee organizations
also appoint two deputies.
With the exception of the CEO, none of the board
members are members of the Executive Team. All board
members are from Sweden and the average age is 57. One
member of the Board is a woman.
The CEO has no significant shareholdings or partnerships
in companies with significant business relationships
with ASSA ABLOY.