The Board of Directors is in charge of the organization of the company and the management of the company’s business.
The Board of SCA must consist of eight members appointed by the Annual General Meeting, as well as three members and three deputy members appointed by the employees.
The work of the Board of Directors follows an annual reporting schedule and is otherwise regulated by the set of procedures established by the Board to govern the allocation of duties between the Board, its committees and the President. The work procedures describe the content and form of the information that management is required to provide to the Board and ensures that the Board reviews its own routines on an annual basis.
Within the Board, there is no distribution of duties other than the particular duties of the Chairman and the potential participation of members in Board committees.
Permanent agenda items the Board is required to deal with include strategic issues, earnings and cash flow, financial items, pension positions and guarantee commitments, as well as following up acquisitions and investments.
In 2007, the Board met on nine occasions. Attendance was very high.
Audit committee
The tasks of the audit committee include providing quality assurance regarding financial reporting. This involves issued of internal control and compliance, control of reported values, estimates, assessments and other matters that can have a bearing on the quality of the financial reports.
The committee regularly meets with the company’s auditor, establishes guidelines for auditing and other services, evaluates the auditor and assists the nomination committee in its selection of the auditor and in fee-related issues.
During the period until the the end of the Annual General Meeting 2009 will the committee consist of Anders Nyrén, Chairman, Sören Gyll and Sverker Martin-Löf.
During 2007, the committee met on seven occasions.
Internal control
The internal control function as it pertains to the Group’s financial reporting is designed to provide a reasonable assurance of the reliability of the external financial reporting. Under the supervision of the Board, this function establishes guidelines and instructions for the management and supervision of key accounting functions that can affect the company’s earnings and position.
The company’s internal control function reports to the Board of Directors and the audit committee.
Remuneration committee
The Board appoints a remuneration committee internally that, during the period until the end of Annual General Meeting 2009, comprises Sverker Martin-Löf, Chairman, Tom Hedelius and Rolf Börjesson.
The committee deals with matters related to wages, pension benefits, incentive programs and other terms of employment for the President and the Group’s other senior management. In this context, senior management includes business group presidents, persons within the Parent Company that report to the President and other Group executives that the committee decides to include. The terms of employment for the President must be submitted to the Board for approval, the other senior executives terms of employment must be submitted to the Remuneration committee.
During 2007, the committee met on one occasion.