Work of Board of Directors

In accordance with the decision of the AGM, the Board of Directors shall comprise eight members elected by the Annual General Meeting with no deputies. In addition, Board members shall include three members and three deputies appointed by the employees. For detailed information about individual Board members and deputies, click here.

Audit Committee

The tasks of the Audit Committee, which is not authorised to make decisions, include monitoring financial reporting and the efficiency of the company’s internal control, internal audit and risk management. The committee keeps itself informed on the audit, reviews and monitors the impartiality and independence of the auditors, and contributes proposals for the AGM’s election of auditors.

Remuneration Committee

The Remuneration Committee, which is not authorised to make decisions, drafts the Board’s motions in issues relating to remuneration principles, remuneration and other terms and conditions of employment for the company’s senior executives. The committee monitors and assesses programmes for variable remuneration, the application of the AGM’s resolution on guidelines for remuneration of senior executives and the applicable remuneration structure and remuneration levels in the Group.

Internal audit

Since 2006, the internal audit is a separate function with the task of evaluating and improving efficiency in SCA’s internal governance and control, as well as its risk management. The function has 12 employees and the manager reports to the Audit Committee and the Board regarding internal audit matters and to the CFO with respect to other matters. The internal auditors are geographically located throughout the world where SCA conducts operations. The function examines, among other aspects, SCA’s internal processes for ordering, invoicing, purchasing and financial reporting, IT systems, compliance with SCA’s policies, including its Code of Conduct, HR issues and various types of projects. The function also offers internal advisory services in connection with internal control matters.

Attendance, Board of Directors and committees

Table

Board member	Elected	Dependent¹	Audit comm.	Remun. comm.	Attend. Board meetings	Attend. Audit comm.	Attend. Remun. Comm.
Rolf Börjesson	2003			x	9/9		2/2
Sören Gyll	1997		x		9/9	6/7
Tom Hedelius	1985	x		x	9/9		2/2
Jan Johansson	2008	x			9/9
Leif Johansson	2006				9/9
Sverker Martin-Löf	1986	x	x	Chair.	9/9	7/7	2/2
Anders Nyrén	2001	x	Chair.		8/9	7/7
Barbara Milian Thorlafsson	2006				9/9

1) As defined in the Swedish Code of Corporate Governance. Tom Hedelius, Sverker Martin-Löf and Anders Nyrén are dependent in relation to the company’s major shareholder, AB Industrivärden. Jan Johansson is president of SCA, and dependent in relation to the company and the Corporate Senior Management Team, and in relation to the company’s major shareholder, AB Industrivärden.