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.
During 2020 the members of the Remuneration Committee were 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 the Guidelines for the remuneration of senior executives and note G4.
During 2020 the Remuneration Committee held two meetings.
As of the 2020 Annual General Meeting the members of the Audit Committee are Claes Boustedt (Chairman of the Committee), Johan Molin and Helena Stjernholm. 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 the compliance program, the Compliance House
- Sandvik’s Code of Conduct, some specific cases managed through Speak Up, Sandvik’s global whistleblowing system, as well as the overall effectiveness of the system
- Sandvik’s sustainable business strategy and materiality analysis
During 2020 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 2020 the members of the Acquisitions and Divestitures Committee were Johan Molin (Chairman of the Committee), Claes Boustedt and Helena Stjernholm. The purpose of the Committee is 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 2020 the Acquisitions and Divestitures Committee held eight meetings and reviewed matters mostly related to the separation and potential distribution and listing of the Sandvik Materials Technology business area, the acquisitions of DSI Underground, CGTech, Miranda Tools’ business, Allied Construction Products and QCT as well as the divestiture of Sandvik’s Exploration business.