The Board’s overall task is to manage the company’s affairs and be responsible for the company’s organisation on behalf of shareholders.
The Board’s work is led by the Chairman of the Board. The board shall hold an annual statutory meeting after the annual general meeting. In addition, the board shall meet at least six times a year. At the statutory board meeting, the chairman of the board shall be appointed, the company’s signatory shall be determined, and the board’s rules of procedure, the instructions for the CEO and the instructions for financial reporting shall be reviewed and determined.
The company’s board meetings shall discuss, among other things, the company’s financial situation and progress in negotiations and issues in direct and indirect subsidiaries and any associated companies. The company’s auditor attends and reports at board meetings when necessary. The board constitutes a quorum when more than half of the members are present. Salix Group’s board currently consists of five members.
Remuneration Committee
The Board has resolved not to establish a Remuneration Committee, for the reason that the Board considers it more appropriate that the Board as a whole fulfils the assignments incumbent on the Remuneration Committee in accordance with the Code.
In terms of remuneration matters, this means that the board shall:
- prepare decisions in matters concerning guidelines for remuneration and other terms of employment for senior executives,
- monitor and evaluate ongoing programmes and programmes concluded during the year for the variable remuneration of senior executives, and
- monitor and evaluate the outcome of variable remuneration and manner in which the company applies the guidelines to senior executives, as adopted by the general meeting.
Audit Committee
The Audit Committee consists of Mattias Björk (chairman), Patrik Wahlén (member) and Andreas Stenbäck (member). The Audit Committee has both an advisory and a preparatory function for decision-making matters before they are considered and decided by Salix Group’s board.
The main duties of the Audit Committee are as follows:
- monitor the financial reporting and submit recommendations and proposals to secure the accuracy of the reports
- with regard to the financial reporting, monitor the efficiency of the company’s internal control, internal audit and risk management
- keep itself informed about the audit of the annual accounts and consolidated financial statements and the Supervisory Board of Public Accountants’ quality control
- Inform the board of the results of the audit and on how the audit contributed to the reliability of the financial reporting and the function of the committee
- review and monitor the auditor’s impartiality and independence and thereby give particular attention as to whether the auditor provides the company with other services than audit services
- grant approval for assignments to audit firms that are auditors for the company for services outside the audit assignment amounting to more than SEK 150,000
- assist with preparation of a proposal for a general meeting resolution on election of auditors, and
- prepare the Board´s decision on the above issues.
The Audit Committee provides continuous oral reports to the Board and makes proposals on issues requiring Board decisions. The minutes are made available to all Board members. The Chairman of the Committee maintains regular contact with the Company’s auditor.