Board Committees

Audit and Risk Committee  

The Audit and Risk Committee consists of three members: Graeme Pitkethly (Chair), Adrien Motte and Carlos Ortega. 

The Audit and Risk Committee shall, without it affecting the responsibilities and tasks of the Board, monitor our financial reporting and the integrity of our financial statements, including our annual, quarterly and sustainability reports and announcements, and make a proposal to the Board on their readiness for approval and publication. The Audit and Risk Committee shall also review and challenge, where necessary, accounting judgements and estimates, monitor the effectiveness of our internal controls and internal auditing in the context of our risk management system, keep informed of the auditing of the annual report and the consolidated financial statements (including, where requested by the Board, reviewing the content of the annual report and accounts and advise the Board on whether, taken as a whole, it is fair, balanced and understandable and provides the information necessary for shareholders to asses our performance, business model and strategy) and review and assess the effectiveness and performance of our external auditor, in particular their independence, the quality of the audit, the handling of key judgements, and their responses to questions from the Audit and Risk Committee. The Committee shall also make recommendations to the Board in relation to the appointment, re-appointment and removal of our external auditor and prepare a proposal on fees for auditor, to be put to shareholders for approval at each annual general meeting. Further, the Board has granted the Audit and Risk Committee authority to make certain decisions, including approving the appointment and termination of our director of Internal Audit & Control, approving the mandate of our internal audit function and approving our external auditors’ terms of engagement. 

The current Audit and Risk Committee composition complies with the requirements under the Swedish Corporate Governance Code. 

Remuneration Committee 

The Remuneration Committee consists of four members: Stefan Goetz (Chair), Adrien Motte, Henry Ormond and Dominique Reiniche.  

The Remuneration Committee shall prepare matters concerning our remuneration principles, remuneration framework and policies and other employment terms for our CEO and direct reports of the CEO with function, cluster or other management responsibilities. The Remuneration Committee shall also prepare a board members’ remuneration policy for consideration by the Board and subsequent approval by the Company’s shareholders at annual general meeting at least every three years, and a board members’ annual remuneration report that will be subject to an advisory vote by the Company’s shareholders each year, at our annual general meeting, in line with the requirements under the UK Companies Act.  

The current Remuneration Committee composition complies with the requirements under the Swedish Corporate Governance Code.