Committees

The Board of Directors currently has two committees that it has appointed from among its members: the Remuneration Committee, which was initially established in 2001, and the Audit Committee, which was initially established in 2004.

Remuneration Committee

During the time after the 2015 AGM the Remuneration Committee consisted of Lars-Johan Jarnheimer (chair) and Stina Honkamaa Bergfors.

According to the Code, a company’s remuneration committee shall be tasked with preparing the board’s recommendations to the AGM regarding guidelines for determining the salary and other remuneration of the CEO and other senior executives. According to the Board’s rules of procedure, the Remuneration Committee’s recommendations shall be presented to the Board, which decides on a recommendation to the AGM. This recommendation shall be in line with standard practice for listed companies. The Board’s proposed guidelines that were adopted by the 2015 AGM are presented on page 43 in Annual Report 2015.

In accordance with the Board’s rules of procedure, the Board has authorized the Remuneration Committee to decide on individual salaries, remuneration and retirement benefits for senior executives, except for the CEO. The Remuneration Committee held a total of eight meetings during the year. The members’ attendance at the meetings is shown on pages 46–47 in the Annual Report 2015.

Remuneration Committee meetings are documented by minutes, which are reported on orally at board meetings.

Renumeration Committee 2016

The committee for 2016 consists of Joachim Berner (chairman) and Björn Björnsson. Björn Björnsson has replaced Örjan Frid who was a member of the remuneration committee up until his appointment as CEO at the 12th of August 2016.

Audit Committee

During the time after the 2015 AGM the Audit Committee consisted of Cecilia Lager (chair) and Staffan Persson, up until his resignation from the Board on July 16, 2015, when he was replaced by Lars-Johan Jarnheimer.

According to the Companies Act, an audit committee shall monitor the company’s financial reporting, among other things. In accordance with the Board’s rules of procedure, the Audit Committee is responsible for preparing the Board’s work on ensuring the quality of the Group’s financial reporting. This includes monitoring the audit processes and the effectiveness of the company’s internal control over financial reporting.

The Audit Committee shall meet with Eniro’s auditor on a regular basis and keep itself informed about the focus and scope of the audit work, and evaluate this work. The committee shall also continuously discuss with the auditor the view of Eniro’s risks related to the financial reporting. The Audit Committee members represent many years of experience from senior positions in Swedish business and industry. The Audit Committee shall inform Eniro’s nomination committee about its evaluation of the audit work. In connection with the election of the company’s auditor, the Audit Committee shall assist the Nomination Committee in its work on drafting a recommendation for auditor and the auditor’s fees.

In accordance with the Board’s rules of procedure, the Board has authorized the Audit Committee to set guidelines for services other than auditing services that Eniro may procure from its auditor. The Audit Committee has the right to independently commission the services of external advisors for special inquiries that the Audit Committee deems necessary. The Audit Committee has the right to  request information from and support for its work from all employees of the Group, as well as to request that individual employees attend Audit Committee meetings.

The Audit Committee held 11 meetings during the year. The members’ attendance at the meetings is shown on pages 46–47 in the Annual Report 2015.

Audit Committee meetings are documented by minutes, which are appended to the board material and reported on orally at board meetings.

Important matters addressed by the Audit Committee during the year included the following:

  • revenue accounting
  • internal control processes and routines
  • funding issues, including the raising of capital and renegotiation of the company’s bank loans, and financial targets
  • downward adjustment of forecast
  • the matters being reviewed by the Nasdaq Stockholm Disciplinary Committee
  • the company’s audit
  • risk analyses
  • monitoring of financial reporting
  • insurance matters
  • pension matters
  • impairment testing of intangible assets.
Audit Committee 2016

The committee for 2016 consists of Ola Salmén (chairman) and Björn Björnsson.