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Board Committees

The Board of Directors has two committees - the Audit Committee and the Compensation Committee.

The Audit Committee and the Compensation Committee have no decision-making authority but prepare issues for the decision by the Board. The work of the committees is carried out in accordance with the Board’s adopted written instructions for each committee and the adopted rules of procedure for the Board.

Compensation Committee

The Compensation Committee prepares decisions in matters concerning remuneration principles, salaries, benefits and other remuneration to the CEO and executives subordinate to the CEO. The Compensation Committee shall also monitor and evaluate the outcome of variable compensation schemas and the company’s compliance with the remuneration guidelines adopted by the AGM.

The Compensation Committee shall consist of at least three Board members elected at the AGM. The Chairman may chair the Compensation Committee. Other members of the committee shall be independent of the company and its senior management.

The Compensation Committee for the period until the end of the Annual General Meeting in 2017, consist of Eva Moen Adolfsson (chairman), Grant Hearn, Vagn Sørensen and Stephan Leithner.

Audit Committee

The Audit Committee assists the Board in matters of risk assessment, internal control, internal auditing, accounting, financial reporting and auditing. The committee’s work aims to ensure that the established principles for financial reporting and internal control are upheld, and that the company has appropriate relationships with its auditors.

The Audit Committee shall also carry out an evaluation of the audit and the election of the auditor and report the results to the Nomination Committee.

The Audit Committee shall consist of at least three members. The majority of the members shall be independant of the company and the company’s senior managment. At least one member shall be independant in relation to the company, the management and major shareholders and have auditing or accounting proficiency.

The Audit Committee for the period until the Annual General Meeting in 2017, consist of Ingalill Berglund (chairman), Albert Gustafsson and Niklas Sloutski.