Remuneration

Remuneration to the Board of Directors

The Chairman and members of the Board receive remuneration according to resolution by the Annual General Meeting. Fees totalling SEK 30 thousand (30) are paid to employee representatives each year.

Remuneration to Management

The Chairman and members of the Board receive remuneration according to resolution by the Annual General Meeting. Fees totalling SEK 30 thousand (28) are paid to employee representatives each year.

Remuneration to the President is determined by the Board, based on a proposal from the compensation committee, consisting of Carina Andersson, Gerald Engström and Patrik Nolåker. Remuneration to other senior executives is determined by the CEO after consultation with the compensation committee.

Apart from President and CEO Roland Kasper, Other senior executives consist of Chief Financial Officer Anders Ulff, Vice President Products and Technologies Martin Dahlgren, Vice President Marketing Bjorn-Osvald Skandsen, Vice President Sales Olle Glassel, Vice President Global Supply Chain Anders Gustafsson, and Vice President Mergers and Acquisitions Ulrika Hellman.

The system of remuneration shall consist of a fixed salary and pension, but may also include variable salary and benefits such as, for example, a company car. In addition to the above, special incentive programs approved by the AGM may apply. Fixed salary and benefits shall be determined individually based on the aforementioned criteria and the specific competence of the particular executive. Variable remuneration will be paid subject to the attainment of clearly established targets. The maximum variable remuneration payable to the member of Group Management concerned shall for the CEO be no more than 40 percent of annual salary and for other senior executives 25 percent.

Severance pay

For other senior executives, including the Parent Company’s CEO, the period of notice is as stated in the applicable collective bargaining agreement or is no more than 12 months from the Company or six months from the employee. No severance payments have been agreed for senior executives. Agreements are in place with Presidents of subsidiaries such that benefits will be paid for 6–12 months on termination of employment by the Company.

Pension

The pensionable age for the CEO and other senior executives is 65 years. Pension benefits for other senior executives are paid within the scope of the contractual ITP plan and alternative ITP schemes.

Internal control

Report of the Board of Directors on internal control for financial year 2021/22
Under the Swedish Companies Act and the Swedish Code of Corporate Governance, the Board is responsible for internal control. This report has been drawn up in accordance with the Swedish
Annual Accounts Act. It describes how the internal control of financial reporting is performed. The Audit committee thus has an important role to play in quality assuring financial reporting, which includes issues of internal control and compliance, verification of reported amounts and estimates and other issues that could influence the quality of the financial disclosures. Internal control is based on the structure in the framework for internal control referred to as the COSO model, from the Committee of Sponsoring Organizations of the Treaway Commission (COSO).

Control environment
Effective work by the Board of Directors is the basis of good internal control. The control environment in Systemair is characterised by short pathways between Group Management and the operational units. The Board of Directors has adopted several key documents to create and maintain a smoothly functioning control environment that is material in terms of financial reporting. These include the Board of Directors’ rules of procedure, instructions for the President, a financial policy and accounting manuals. Instructions and guidelines for financial reporting are prepared and updated continuously by the Parent Company’s finance organisation. An audit committee has been established within the Board of Directors. Its task is to ensure that
policies adopted on financial reporting and internal control are complied with and developed. The committee also maintains day-to-day relationship with the company’s auditor. The audit
committee and the Board include accounting and auditing issues as aregular item on the agenda at the four Board meetings at which quarterly reports are discussed.

Risk assessment
Systemair’s Board of Directors is responible for identifying and managing significant financial risks and risks of errors in financial reporting. With respect to financial reporting, the primary risk is deemed to be material errors arising in the disclosures of the company’s results and position. The Board, audit committee and management continuously assess reporting from a risk viewpoint, in which comparisons of income statement and balance sheet items with
previous disclosures and budgets are an essential element. In addition, regular risk assessments are conducted in connection with strategic planning, budgeting, forecasting and acquisition activities.

Control activities
Important instructions and guidelines for financial reporting are prepared and updated continuously by the Group’s central finance organisation and arereadily accessible on the Group’s intranet.
All companies in the Group submit the financial reports within five working days after the end of the month in a common group consolidation and reporting system so that, for example, any deviations or errors can be detected quickly and corrected.
At the end of the accounting period, the Group comprised around 90 subsidiaries that for the most part are owned directly by the Parent Company, Systemair AB. The subsidiaries are legal entities with their own comprehensive income statements and balance sheets.
Each individual subsidiary reports to the Parent Company every month, where
consolidation is performed.
Group controllers are directly responsible to follow up on companies that they continuously monitor and analyse. Outcomes are reviewed regularlyagainst plans and targets in consultation
with representatives of the subsidiaries, business boards and Group Management.
For most of its subsidiaries, the Group has a common, wholly-integrated ERP system that serves as a highly efficient tool for management, control and follow-up. For major decisions such as those in connection with acquisitions, investments and significant contracts, clearly defined decision-making methods and processes are in place.
In addition, every unit normally also receives regular visits by representatives of business boards and Group Management for ongoing evaluation of internal control and financial reporting. 

Information and communication
The President and the CFO are jointly responsible for the accuracy and good quality of all information published externally, including quarterly reports, press releases and company presentations in conjunction with analysts’ meetings. The tasks of the company’s auditor
include reviewing accounting issues that are material to financial reporting and reporting his or her observations to the Board.
Each month, the Board receives a reporting package that includes the complete final accounts for each important subsidiary, as well as the consolidated accounts for the Group. Several key performance measures and benchmarks are also included; these enable the results for the period to be com pared with budget and the outcomes for preceding years.
The Board’s rules of procedure regulate which reports and which information of a financial nature will be presented on an ongoing basis and to each Board meeting.
To promote awareness of policies and manuals among the Group’s employees, information is available to all concerned on the Group’s intranet. To ensure that external information is accurate and comprehensive, the Board of Directors has therefore adopted a Communication
Policy.

Follow-up
Systemair is characterised by simplicity in its legal and operational structure, and by smoothly functioning and well-established management and control systems. The Board, remuneration committee and Group Management monitor compliance with policies and guidelines adopted. At every Board meeting, the company’s financial situation is discussed, and prior to the publication of quarterly reports and annual reports, the Board reviews the financial information.
Each month, Group Management and business board members review the performance of each subsidiary and discuss deviations from plan with the CEO of the subsidiary concerned.
The tasks of the external auditors include supervising internal control in the Group companies annually. The auditors maintain continuous contact with and report directly to the Board of
Directors. During the year, the group controllers performed number of internal audits of subsidiaries. This work adheres to a standardised model, in which various material issues associatewith internal guidelines and policies are followed up.
Working procedures for internal audits are being developed continuously, and an annual plan for audit activties has been adopted and is discussedby the Board.

Internal audit
Systemair has a simple operating structure with excellent facilities for internalcontrol. Compliance with the systems of governance and internal control developed by the company is regularly followed up by the Group’s controllers. In addition, the business boards and Group
Management perform ongoing follow-up. Further control and follow-up are conducted by the Board of Directors.
Day-to-day dialogue between the company and its external auditors and the checks carried out by the above-mentioned bodies are considered at present to be adequate to ensure that internal control remains effective. Every year, the Board evaluates the need for internal auditing. To date, it has concluded that a separate internal auditing function would not
deliver any material benefit. This judgement is assessed continuously, and a review will take place in the 2022/23 financial year.

Committees

Remuneration committee

Systemair AB’s Board of Directors has established a remuneration committee that exercises the functions with which a remuneration committee, in accordance with the Swedish Code of Corporate Governance (“the Code”), is charged. According to the Code, the committee’s tasks include monitoring and assessing programmes for variable remuneration to senior management, as well as compliance with guidelines on remuneration to senior executives as adopted by the AGM, and current structures and levels of remuneration.

The committee's functions are:

• to prepare proposals on behalf of the Board regarding remuneration in the form of fixed and variable salaries, pensions, severance payments and any other types of remuneration to senior executives
• to monitor and assess programmes, in progress and concluded during the year, for variable remuneration to senior executives
• to monitor and assess the application of guidelines for remuneration for senior executives, as well as current remuneration structures and levels.

The members of the committee are Appointed annually by the Board at the first ordinary Board meeting. The committee shall consist of three members. No member may participate in issues related to his or her own remuneration. The Chairman of the Board shall chair the committee. Over the financial year, the committee held one minuted meeting, at which all members were present.

Audit committee

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The committee’s tasks include:

• supervising the Company's internal controls, risk management and internal audits
• staying informed about the external audit
• reviewing and monitoring the impartiality and independence of the auditor
• assisting in the preparation of proposals for decisions on the election of auditors
• supervising of the financial reporting
• discussion of valuation issues, such as testing of needs for impairment.

The Board of Directors and the CEO are responsible for ensuring compliance with the guidelines and internal systems of control that the Board of Directors and CEO deem to be necessary in order to ensure compliance with the guidelines.

The nominating committee

The nominating committee shall be made up of representatives of three of the largest shareholders. The nominating committee shall submit nominations for the Chairman of the AGM, the Board and Chairman of the Board, the choice of auditors in consultation with the audit committee, proposed fees to the Chairman of the Board and other Board members, remuneration for work on committees and proposed auditors’ fees. These proposals shall be submitted to the AGM.

The nominating committee’s policy is to establish diversity and an even gender distribution on the Board of Directors as well, and operates as a diversity policy rule 4.1 in the Swedish Code of Corporate Governance (“the Code”) in producing its proposals for election of Board members. The committee regards it as a matter of priority to continue focusing actively on promoting diversity both on the Board of Directors and in the Company in general.