Board Committees

Members of the committees and their chairmen are appointed at the statutory Board meeting for a period of one year at a time. Work in the committees is carried out based on the instructions adopted for each committee. The work of these committees is primarily preparatory and advisory in each area. However, the Board can delegate the decision-making authority to the committees for certain issues.

Remuneration Committee

The Remuneration Committee shall support the Board of Directors with proposals, advice, and preparation in regard to issues of remuneration principles for the CEO and other senior management, and individual remuneration to the CEO in accordance with the guidelines for remuneration for executive management adopted by the general meeting.

These principles include the relationship between fixed and any variable remuneration, and the relationship between performance and remuneration, the general terms for any bonus and incentive programmes, and the general terms for other benefits, pensions, notice of termination and severance pay. The Board of Directors as a whole is also responsible for establishing remuneration levels and other employment terms for the CEO. Share-related incentive programmes for Executive management are adopted by the annual general meeting.

The committee shall also support the Board of Directors in monitoring the system through which the company complies with disclosure requirements stipulated by legislation, market regulations
and the Code in regard to information related to remuneration of the CEO and other executive managers.

The committee shall also monitor and assess any ongoing or concluded incentive programmes for variable remunerations to the CEO and other executive managers; evaluate compliance with the guidelines for remuneration to the CEO and other executive managers adopted by the general meeting as well as the current structure and levels of remuneration.

Audit Committee

The Audit Committee is tasked with monitoring the company’s financial reporting and the effectiveness of internal controls and risk management in the company, as well as internal audits as

The committee shall also keep itself informed of the audit of the annual accounts and consolidated accounts, as well as the conclusions of the auditor’s quality control, inform the
Board of the results of the audit, how the audit contributed to the reliability of the financial reporting, and the function that the committee has had.

The committee shall also monitor and review the auditor’s independence and impartiality, and especially follow whether the auditor provides other services than purely auditing services to the company. The committee also contributes proposals for the general meeting’s decision on the election of auditors.

As well as the members of the committee, the CFO is also invited to the meetings of the Audit Committee, and, when so required, the auditor, CEO and other salaried employees of the company