Magnus Lindquist (Chairman), Jorgen Centerman and Christer Elmehagen. The audit committee is an administrative/ advisory function of the board and does not remove any responsibility from the board as a whole. The task of the audit committee is to ensure the high quality of the company’s financial accounting, reporting and internal control. This is done primarily by reviewing critical accounting issues and examining the company’s external financial reports prior to their discussion and approval by the board. The company’s CFO and Vice President Finance take part in audit committee meetings in order to present reports. The committee also serves as the primary contact with the company’s auditors and meets regularly with these, above all in connection with the quarterly interim reports. The audit committee continuously reports its observations to the board. The audit committee is also responsible for evaluating the quality of audit work. The audit committee assists the nomination committee in preparing recommendations for nomination of auditors and fees for audit services. The audit committee establishes guidelines for which non-audit services may be procured from the company’s appointed auditors. The audit committee held five minuted meetings during the period from the .... AGM until publication of the annual report. Certain meetings between the audit committee and the independent auditors take place without the presence of members employed by the company. The audit committee also monitors the company’s internal work in preparation for issuance of the board’s report on internal control over financial reporting. REMUNERATION COMMITTEE Every year, the board appoints a remuneration committee consisting of three board members not employed by the company. Since the statutory meeting on April ., ...., the remuneration committee consists of Göran Malm, Lena Treschow Torell and Sigrun Hjelmquist. The remuneration committee is an administrative/advisory function of the board and does not remove any responsibility from the board as a whole. The committee’s primary tasks are to recommend and, subject to board approval, negotiate the salary, other remuneration and terms of employment for the CEO. The committee also ensures that the principles for remuneration and other terms of employment for other senior executives are competitive and consistent with the company’s objectives. Furthermore, the committee assists the board in preparing recommendations for incentive schemes. The remuneration committee has held four minuted meetings during the period from the .... AGM until publication of the annual report. At the company’s board meetings the remuneration committee reports on areas of responsibility within framework of its duties, which in .... included the structure of a variable salary scheme for all employees and terms of employment for the new president of the Japanese subsidiary. PRINCIPLES FOR REMUNERATION AND OTHER TERMS OF EMPLOYMENT FOR MICRONIC’S EXECUTIVE MANAGEMENT The .... AGM approved principles for remuneration to the executive management, which includes the CEO and seven other senior executives. The proposed principles for remuneration and other terms of employment for Micronic’s executive management are prepared by the remuneration committee. The main principle is to offer senior executives market-based remuneration and other terms of employment. Factors such as expertise, experience and performance are significant in determining the amount of remuneration at the individual level. The total remuneration package consists of basic salary, variable salary, pension and other benefits. The principles approved for .... differ from those for .... in two respects, regarding the employee stock options that were awarded in .... and not in .... and calculation of variable salary. For a more detailed description of the principles applied in .... and those proposed for ...., see the Report of the directors and Note .. on pages ..-... Lastly, it can be noted that the remuneration committee assists in ensuring compliance with the guidelines for remuneration to senior executives that have been approved by the AGM. SALARY AND REMUNERATION FOR THE CEO AND OTHER SENIOR EXECUTIVES For complete details about expensed remuneration to the CEO and other senior executives in ...., see Note .. on pages ..–... The executive management is presented on pages ..–... AUDITORS The company’s independent auditor is elected by the AGM to serve for a period of four years. The .... AGM elected the accounting firm of KPMG AB as the company’s auditor, at which time KPMG appointed Authorized Public Accountant Anders Malmeby as Auditor in Charge of the Group’s accounts. KPMG has been appointed to serve for the period until the .... AGM. At the request of the board, the company’s auditor performs a review of all quarterly financial information in accordance with Standard on Review Engagements (SÖG) ...., Review of Interim Financial Information Performed by the Independent Auditor of the Entity. Other statutory audits of the annual report, annual accounts, the consolidated accounts, the accounting records and the administration of the board of directors and CEO are carried out in accordance with generally accepted accounting standards in Sweden (RS). Once a year, the auditors meet with the entire board. The independent auditors meet with the audit committee in connection with adoption of the company’s interim financial statements. FINANCIAL REPORTING TO THE BOARD According to the procedural plan, the board determines which reports are needed Corporate governance report MICRONIC 2008 27
