Board Of Directors
Work of the Board
The duties of the Board of directors are outlined in the Companies Act, the company’s articles of association and the Swedish Corporate Governance Code which the company will apply from 1 of July 2019. The work and work methodology of the Board is established annually in written instructions for the Board.
The instructions for the Board of directors govern, among other things, the frequency and agenda of the board meetings, division of work and responsibility between the Board of directors, its chairman, and the CEO, and specify financial reporting procedures for the CEO. The Board of directors also adopts instructions for the board committees.
The Board of directors’ tasks includes adopting strategies, business plans, budgets, interim reports, year-end financial statements, and policies. The Board of directors is also required to follow the economic developments and ensure the quality of financial reporting and internal controls including compliance with laws and other rules as well as to evaluate operations based on the objectives and policies set by the Board of directors. The Board of directors is also required to establish policies for the company’s behavior in society in order to ensure its long-term value-generating ability. In addition, the Board of directors is responsible for regularly evaluating the work of the CEO.
Furthermore, the Board of directors decides on significant investments and changes in the organization and operations of the group. The chairman of the Board of directors leads and organizes the work of the Board, ensures that the Board fulfills its tasks and ensures that the Board’s decisions are implemented. The chairman of the Board of directors shall, together with the CEO, monitor the company’s performance and prepare and chair board meetings. The chairman is also responsible for ensuring that the board members evaluate their work each year and continuously receive the information necessary to perform their tasks effectively. The chairman represents the company in relation to its shareholders.
Currently, Speqta’s Board consists of five members.
The board of directors has instituted an audit committee with the purpose of creating a specific forum for work related to financial reporting, internal control, risk management, and audit. The main task of the audit committee is to ensure the board’s fulfillment of the supervisory responsibility in relation to internal control, audit, any internal auditing, risk management, accounting, and financial reporting, prepare matters regarding the procurement of audit and other services provided by the auditor and also prepare the board of directors’ decisions regarding the company’s financial reporting.
The audit committee should, among other things, stay informed on the audit of the annual report and the consolidated annual report, review and monitor the impartiality and independence of the auditor and in doing so, especially highlight if, and under certain circumstances approve that, the auditor also provides the company with other services than audit services. The audit committee should also assist the nomination committee in the appointment of auditors. The audit committee stays in contact with the company’s auditor with the aim to create a continuous exchange of opinion and information between the board of directors and the auditor in audit matters.
The audit committee consists of two members appointed by the company’s board of directors.
The audit committee currently comprises two members of the board of directors of which at least one shall have accounting or auditing competence. Current members of the audit committee are Fredrik Burvall (chairman of the committee), and Andre Lavold.
The committee’s main tasks are to prepare and make proposals to the board regarding remuneration and other terms of employment for the group management and other senior executives and to continuously monitor and evaluate remuneration structures and levels in Speqta. The function of the remuneration committee is partially advisory, partially preparatory and the work is performed in accordance with a written instruction from the board of directors.
In addition, the remuneration committee monitors and evaluates programs for variable remuneration, both on-going and those that have ended during the year, for the group management, and monitors and evaluates the application of the guidelines for remuneration to the group management that the annual general meeting shall resolve on, as well as the remuneration structures and levels in the company, prepares the board proposals regarding guidelines for remuneration to senior executives and prepares and makes proposals for individual salaries, other remuneration and other terms of employment for the CEO. The remuneration committee consists of two members appointed by the board of directors.
The members of the Remuneration Committee shall be independent of the Company and its executive management in the manner as set out in the Swedish Corporate Governance Code.
The Remuneration Committee currently comprises two members of the board of directors: Fredrik Burvall (chairman of the committee) and Jari Piiponniemi.
Remuneration Of The Board
The Annual General Meeting on 25 May 2022 resolved on remuneration to the board of directors of SEK 850,000 in total, of which SEK 250,000 to the chairman of the board of directors and SEK 150,000 each non-employee members of the board of directors elected by the Annual General Meeting. The fee for work in the audit committee shall amount to SEK 40,000 for the chairman and SEK 30,000 to each of the other members. The fee for work in the remuneration committee shall amount to SEK 35,000 for the chairman and SEK 25,000 to each of the other members. The AGM also resolved that as in the previous year, auditors’ fees are payable in accordance with approved account pursuant to customary billing terms.