The tasks of the Committees and their work procedures are stipulated in written instructions issued by the Board. The Committees’ primary task is to prepare issues and present them to the Board for resolution.
As from the 2019 Annual General Meeting the members of the Remuneration Committee are Johan Molin (Chairman of the Committee), Johan Karlström and Helena Stjernholm. The tasks of the Remuneration Committee are, among others, those prescribed by the Code, which include preparing proposals regarding guidelines for remuneration of senior executives and long-term incentive programs for senior executives.
Based on the recommendations of the Remuneration Committee, the Board decides the remuneration and terms of employment for the President, who in turn decides on the remuneration to be paid to the Group Executive Management in consultation with the Remuneration Committee.
For guidelines, remuneration and other benefits payable to the Group Executive Management, refer to Proposal regarding guidelines for the remuneration of senior executives and Note 3.5.
During 2019 the Remuneration Committee held three meetings but also worked substantially between these meetings to prepare the appointment of a new President and CEO of Sandvik. At an extra Board meeting held in October 2019 the Committee presented its proposal for the Board to appoint Stefan Widing as the new President and CEO of Sandvik.
During 2019 the members of the Audit Committee were Claes Boustedt (Chairman of the Committee), Helena Stjernholm and Lars Westerberg. Areas addressed by the Audit Committee mainly related to:
- Monitoring the financial reporting and ensuring its reliability
- Effectiveness of the system of internal control and internal audit
- Planning, scope and follow-up of the internal and external audit for the year
- Assistance to the Nomination Committee with regards to proposal for auditor
- Monitoring of the external auditor’s independence and objectivity vis-à-vis the company, including the extent to which the auditor provides other services than auditing services to the company
- The Group’s systematic processes for overall corporate risk management (ERM), as well as more detailed risk management matters including legal disputes, compliance, corporate investigations, IT security, accounting procedures, taxation, treasury, finance operations, insurance coverage and pension issues
- The development and effectiveness of compliance processes, with special focus on the roll-out of a new compliance program, the Compliance House
- Sandvik’s Code of Conduct, some specific cases managed through SpeakUp, Sandvik’s global whistleblowing system, as well as the overall effectiveness of the system
- Sandvik’s sustainable business strategy and materiality analysis
During 2019 the Audit Committee held five meetings at which Sandvik’s external auditor and representatives of the company’s management were present.
Acquisitions and Divestitures Committee
During 2019 the members of the Acquisitions and Divestitures Committee were Johan Molin (Chairman of the Committee), Claes Boustedt and Helena Stjernholm. The Committee was established in 2018 to provide a better process for preparing major or strategically important acquisitions and divestitures for Board decisions. The Committee meets on an ad hoc basis, at the request of the President and CEO in consultation with the Chairman of the Board.
During 2019 the Acquisitions and Divestitures Committee held five meetings and reviewed matters mostly related to the project to internally separate and evaluate a listing of Sandvik Materials Technology.