Committees

Remuneration Committee

The role of the remuneration committee is to prepare matters, for resolution by the Board of directors, relating to remuneration in the form of salary, bonus, pension, severance payment, securities and any other kind of remuneration to the Managing Director and Management and to assist the Board in preparing proposals to be submitted to the general meeting of shareholders for resolution. The members (three persons) of the committee are annually appointed by the Board at the first ordinary Board meeting. The committee is to consist of three members. No member is to participate in the preparation of matters concerning his or her own remuneration. The chairman of the Board is to be the chairman of the committee. The remuneration committee presently consists of Lars Hansson, Elisabeth Westberg and Göran Robertsson.

Audit Committee

The Board of directors has resolved that the Board in its entirety, excluding the Managing Director of the Company, is to carry out the matters to be handled by the audit committee. The audit committee is to ensure the quality of the Company’s financial statements, is to meet regularly with the auditors, evaluate the audit work, assist the nomination committee in preparing the election of auditors, ensure that the Company has a functioning system of internal control and prepare an annual report of the internal control.

Nomination committee

The nomination committee 2007 is Gerald Engström (chairman), Färna Invest, Gerhard Sturm, ebmpapst and Lars Hansson (chairm. of the Board).
At the Annual General Meeting 2007, it was resolved that the Company is to have a nomination committee comprised of three members; the chairman of the Board and one representative from each of the two largest shareholders in terms of votes. Un der the Corporate covernance Code, the nomination committee is required to have at least three numbers, the majority of which must not be members of the Board of Directors. In addition, the chairman of the nomination committee is not permitted to be a member of the Board of Directors and the Managing Director and other Managers are not permitted to be members of the nomination committee.

In connection with the resolution of the nomination committee it was noted that the Company’s largest shareholder is a member of the Board of Directors as well as Managing Director in the company, and it was resolved, in deviation from the Corporate Governance Code, that it is not to disqualify him from being a member of the nomination committee if he is entitled to a seat in the committee pursuant to the above guidelines due to the size of his shareholding.
The nomination committee is to make recommendations for the election of the chariman of the Board, other members of the Board, the auditors and recommendations regarding the renumeration of the chairman and other directors and regarding any remuneration in respect of committee work as well as renumeration of the auditors. The proposals are to be presented at the shareholders’ meeting.