The overall responsibility of the Board cannot be delegated. However, the Board institutes, from within its ranks, committees that prepare, evaluate and monitor matters within each specific area prior to decisions by the Board.
Accordingly, the Board has instituted an Audit Committee, a Corporate Governance Committee and a Remuneration Committee. The committee members and chairmen are appointed by the Board, and their work is governed by each committee’s rules of procedure.
The primary objective of the Audit Committee is to ensure that the Board meets the requirements on supervision pertaining to auditing, accounting and financial reporting. The Audit Committee shall also review the processes and procedures for the aforementioned areas. In addition, the Audit Committee shall supervise the impartiality and independence of the auditor, evaluate auditing practices and discuss coordination between external and internal auditing functions with the auditor. The Audit Committee shall also assist Resurs Holding’s Nomination Committee in their proposal of candidates for external auditor. The Audit Committee has three members: Fredrik Carlsson (Chairman), Martin Bengtsson och Marita Odélius Engström. The Audit Committee fulfils the requirements on auditing and accounting expertise as stipulated in the Swedish Companies Act.
Corporate Governance Committee
The tasks of the Corporate Governance Committee include evaluating the Group’s internal control and policies pertaining to compliance, risk control and internal audit, insofar as these do not affect the area of financial reporting, for which the Audit Committee is responsible. The Corporate Governance Committee shall also evaluate observations and proposals for improvement measures based on reports submitted by Compliance, Risk Control and Internal Audit, review Resurs Bank’s internal capital and liquidity assessments, and monitor proposals on legislative amendments that may impact the Group’s licenced operations. The Corporate Governance Committee shall also inform the Board of Directors and provide recommendations based on the results of these reviews and evaluations. The Corporate Governance Committee has four members: Lars Nordstrand (Chairman), Johanna Berlinde, Marita Odélius Engström and Marita Odélius Engström.
The tasks of the Remuneration Committee are, among other things, to prepare matters concerning remuneration and other terms of employment for the Group Management. The Remuneration Committee shall monitor and assess the application of guidelines for remuneration to senior executives which the AGM shall, by law, decide on and assist the Board of Directors by providing support and advice in the production of the respective remuneration policy of each respective Group company, which shall further sound and effective risk management and, as required, propose changes. The internal governance documents shall regulate, among other things, the distribution of fixed and variable remuneration and the relationship between results and compensation, principal conditions for bonus and incentive schemes, terms for other benefits, pensions, resignation/dismissal and severance pay. The Remuneration Committee shall also monitor and evaluate the results of variable remuneration, and how the Group complies with the guidelines for remuneration as adopted by the AGM. The Remuneration Committee has three members: Fredrik Carlsson (Chairman), Anders Dahlvig and Lars Nordstrand.