Systemair Corporate


Information regarding Remuneration Committe, Audit Committe and Nomination Committee

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

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.

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