The Board of Directors has overall responsibility for the company’s organisation and administration through regular monitoring of the business and by ensuring the appropriateness of the organisation, management team, guidelines and internal control. The Board approves strategies and targets, and decides on major investments, acquisitions and divestments of operations.
In accordance with the decision of the AGM, the Board of Directors shall comprise nine 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.
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.
The Audit Committee consists of Barbara Milian Thoralfsson, chairman, Pär Boman and Martin Lindqvist.
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 chief executive officer and have authorisation in these matters for the companys other 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.
The Renumeration Committee consists of Pär Boman, chairman, Bert Nordberg and Lennart Evrell.
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 reports to the Audit Committee and the Board regarding internal audit matters and to the CFO with respect to other matters. 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 cooperates with the Internal Control function.
Remuneration to the Board of Directors
The 2017 extraordinary Annual General Meeting decided that total fees paid to Board members should be distributed as follows:
- Board Chairman: SEK 1,800,000
- Other Board members (elected by the Annual General Meeting and not employees of the company) SEK 600,000
In addition members of the Audit Committees receive fees as follows:
- Committee Chairman: SEK 330,000
- Other Audit Committee members: SEK 250,000
The Remuneration Committee members
- Committee Chairman: SEK 135,000
- Other members: SEK 105,000