Board Committees

Audit and Risk Committee  

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

The Audit and Risk Committee shall, without affecting the responsibilities and duties of the Board, assist the Board in fulfilling its responsibilities in relation to financial reporting and the integrity of our financial statements, including our annual, quarterly and sustainability reports and public announcements relating to financial performance, making proposals to the Board on their readiness for approval and publication. The Committee shall also review and challenge accounting judgements and estimates, monitor the effectiveness of our internal controls, internal audit function and risk management system, oversee our Compliance Programme and compliance with our Code of Conduct and policy framework and, review related-party transaction disclosures, cyber security, treasury and tax matters. 

The Committee shall keep informed of the audit of the annual report including the consolidated financial statements (and, where requested by the Board, advise the Board on whether, taken as a whole, they are fair, balanced and understandable and provide the information necessary for shareholders to assess our performance, business model and strategy) and review and assess the effectiveness and performance of our external auditor, in particular their independence (including ensuring appropriate external audit firm and senior partner rotation), the quality of the audit and the handling of key judgements. 

The Committee shall also make recommendations to the Board in relation to the appointment, reappointment and removal of our external auditor and review and recommend annual external auditor fees, to be put to shareholders for approval at each annual general meeting. 

Furthermore, the Board has granted the Audit and Risk Committee the 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 auditor’s terms of engagement. 

The current Audit and Risk Committee composition complies with the requirements of 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.