Corporate governance
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Nomination Committees
Axis’ nominating committee is composed of representatives from the three largest shareholders; Therese Karlsson (LMK Industri AB), Christer Brandberg (Inter Indu (Luxembourg) S.à.r.l.) and Martin Gren (Grenspecialisten AB). Christer Brandberg is chairman and convener.
The annual general meeting resolves how the nominating committee shall be appointed, and at the annual general meeting it was resolved that Axis shall have a nominating committee comprising representatives of the three largest shareholders in the company as at August 31, the year before the annual general meeting. These shall each appoint a representative to the nominating committee by September 30, the year before the annual general meeting or at the latest six months prior to the annual general meeting.
The work of the Nominating Committee
The sole task of the nominating committee is to prepare resolutions for the general meeting in respect of election and remuneration questions, as well as certain procedural matters for the next nominating committee. The nominating committee shall give an account of its work at the annual general meeting. Its proposals are presented in the notice convening the annual general meeting and on the company’s website. As a basis for its proposals, the nominating committee shall consider to what extent the present board meets the demands that will be made of the board, on account of the company’s situation and future direction, by acquainting themselves with the result of the evaluation of the board that has taken place, among other things.
Nominations Committee 2010
Axis’ Nominations Committee consists of Therese Karlsson (LMK Industri AB), Christer Brandberg (Inter Indu S.P.R.L.) and Martin Gren (AB Grenspecialisten). Christer Brandberg is Chairman and Convener. The Committee has held one meeting and several phone meetings during the year. After an inaugural meeting by phone in September, meetings have taken place where the Committee has evaluated the Board.
The Nomination Committee deems the proposed board members to be very well suited to form the Board of Directors of the company for the coming term of office.
The Nomination Committee proposes that Roland Vejdemo be newly elected as a Board member. Vejdemo is Chairman of the Board and Managing Director of Hewlett-Packard Sverige Aktiebolag and he has held several senior management positions during his career, among others as Managing Director of Compaq Computer Aktiebolag. The Nomination Committee assesses that he, through his management within large international organisations and his great experience from sales and distribution models, will add a competence well suited to the Company’s needs.
The Nomination Committee is of the opinion that the Board of Directors with the proposed board members’ qualifications, experience and background will thereby have an appropriate structure with regard to the operations, phase of development and other relevant circumstances pertaining to the company. The composition of the Board of Directors is also well adapted to meet the requirements of the company’s business activities.
More information regarding the members proposed for re-election.
Suggestions and views from shareholders regarding the constitution of the Board can be rendered either by post to Axis AB, Attn. Adrienne Jacobsen, Emdalavägen 14, 223 69 Lund, Sweden or by phone +46 46 272 18 00.
Remuneration committee
The task of the remuneration committee is to prepare decisions and guidelines relating to salary and employment conditions for the management team (including President and CEO) and other personnel. The committee shall ensure that the guidelines for determination of salaries and other remuneration to the President and other persons in the management team, adopted by the annual general meeting are followed. The remuneration committee shall report to the board on an ongoing basis. The committee is appointed at the statutory meeting following the annual general meeting and in 2009 was composed of Lars-Erik Nilsson (chairman and convener) and Olle Isberg. During the year, the committee held four meetings. Information regarding the management team’s remuneration and other employment conditions can be found on page 56 in the annual report and information regarding outstanding incentive programs on page 54.
Audit Committee
The main duties of the audit committee are to monitor the routines for both financial reporting and internal control and compliance with associated laws and provisions, as well as to monitor the audit in the group. The audit committee shall report to the board on an ongoing basis. The company’s CFO and external auditors may participate in meetings.
The audit committee was appointed at the statutory meeting following the annual general meeting and in 2009 was composed of Göran Jansson (chairman and convener), Charlotta Falvin, Martin Gren, Olle Isberg and Lars-Erik Nilsson. The committee held three meetings during the year in which all members participated.
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