Board Committees
The Board of Directors has established three Committees: the Audit Committee, the Remuneration Committee and the Acquisitions and Divestitures Committee.
The members of each Committee are appointed for one year from amongst the Board members. The tasks of the Committees and their work procedures are stipulated in written instructions issued by the Board. The Committees’ primary task is to prepare issues and present them to the Board for resolution.
Audit Committee
The Audit Committee, which consists of three Board members, is appointed by the Board.
Members of the committee 2022/2023
The Audit Committee currently consists of:
- Claes Boustedt (Chairman of the Committee)
- Johan Molin
- Helena Stjernholm
The Board secretary, Åsa Thunman, is also secretary of the Audit Committee.
The committee's work in 2021
During 2021 the Audit Committee held five meetings at which Sandvik’s external auditor and representatives of the company’s management were present.
Tasks of the committee
Areas addressed by the Audit Committee mainly related to:
- Monitoring the financial reporting and ensuring its reliability
- Effectiveness of the system of internal control and internal audit
- Planning, scope and follow-up of the internal and external audit for the year
- Assistance to the Nomination Committee with regards to proposal for auditor
- Monitoring of the external auditor’s independence and objectivity vis-à-vis the company, including the extent to which the auditor provides other services than auditing services to the company
- The Group’s systematic processes for overall corporate risk management (ERM), as well as more detailed risk management matters including legal disputes, compliance, corporate investigations, IT security, Group Digital Security Improvement, accounting procedures, taxation, treasury, finance operations, insurance coverage and pension issues
- The development and effectiveness of compliance processes, with special focus on the roll-out of the compliance program, the Compliance House
- Sandvik’s Code of Conduct, some specific cases managed through Speak Up, Sandvik’s global whistle-blowing system, as well as the overall effectiveness of the system
- Sandvik’s sustainable business strategy and materiality analysis
Remuneration Committee
The Remuneration Committee, which consists of three Board members, is appointed by the Board.
Members of the committee 2022/2023
The Remuneration Committee currently consists of:
- Johan Molin (Chairman of the Committee)
- Helena Stjernholm
- Kai Wärn
The Board secretary, Åsa Thunman, is also secretary of the Remuneration Committee.
Tasks of the committee
The tasks of the Remuneration Committee are, among others, those prescribed by the Code, which include preparing proposals regarding guidelines for remuneration of senior executives and long-term incentive programs for senior executives.
Based on the recommendations of the Remuneration Committee, the Board decides the remuneration and terms of employment for the President, who in turn decides on the remuneration to be paid to the Group Executive Management in consultation with the Remuneration Committee.
The committee's work in 2021
During 2021 the Remuneration Committee held three meetings.
Acquisitions and Divestitures Committee
The Acquisitions and Divestitures Committee, which consists of three Board members, is appointed by the Board.
Members of the committee 2022/2023
The Acquisitions and Divestitures Committee currently consists of:
- Johan Molin (Chairman of the Committee)
- Helena Stjernholm
- Claes Boustedt
The Board secretary, Åsa Thunman, is also secretary of the Acquisitions and Divestitures Committee.
Tasks of committee
The purpose of the Committee is to provide a better process for preparing major or strategically important acquisitions and divestitures for Board decisions. The Committee meets on an ad hoc basis, at the request of the President and CEO in consultation with the Chairman of the Board.
The committee's work in 2021
During 2021 the Acquisitions and Divestitures Committee held ten meetings. The Committee reviewed matters mostly related to the separation and potential distribution and listing of the Sandvik Materials Technology business area, as well as the acquisitions of DWFritz Automation, CNC Software and Cambrio.