Committees of the Board

Provisions on establishment of an Audit Committee in ITAB Shop Concept are stipulated in the Swedish Companies Act and Swedish Corporate Governance Code, and provisions on the establishment of a Remuneration Committee are stipulated in the Swedish Corporate Governance Code.

Audit Committee

The Audit Committee of ITAB Shop Concept is to – without influencing the work and duties of the Board in any other respect – monitor the Company’s financial reporting, monitor the efficiency of the Company’s internal control and risk management with respect to its financial reporting, remain informed about the audit of the Annual Report and consolidated financial statements, review and monitor the impartiality and independence of the Auditors and, in particular, whether the Auditors have provided the Company with services other than auditing services, and assist in the preparation of motions regarding the election of Auditors for resolution by the General Meeting of Shareholders. The Committee meets with the Auditors on a regular basis, both with and without the presence of members of senior management, to discuss the focus and scope of the audits performed and planned.

The Board of Directors has appointed Directors Jan Frykhammar, Anna Benjamin, Roberto Monti and Ruthger de Vries to constitute the Audit Committee, with Jan Frykhammar as Chairman of the Committee. All members of the Committee are independent in relation to the Company and Group management, as well as in relation to the Company’s major shareholders. Jan Frykhammar holds qualifications in accounting or auditing. Thus, the Company meets the requirements of the Swedish Companies Act.

 

Remuneration Committee

The Remuneration Committee is to prepare a proposal on remuneration guidelines for senior management. The proposal is to be addressed by the Board and then be presented to the Annual General Meeting for resolution. The board then passes a resolution on the remuneration of the President & CEO based on the Annual General Meeting’s resolution. The President & CEO shall not report on his own remuneration. Based on a proposal by the CEO, the Remuneration Committee is to pass a resolution on the remuneration of other members of Group management. The Board of Directors is to be informed about the Remuneration Committee’s decision. The Remuneration Committee is then responsible for monitoring and evaluating the application of the guidelines, as adopted by the Annual General Meeting, for determining remuneration to senior management. The Remuneration Committee is also to monitor and evaluate any ongoing programmes for variable remuneration for senior management as well as any programmes concluded during the year. Refer also to the most recent remuneration guidelines as adopted by an Annual General Meeting and the Board’s most recent Remuneration Report.

The Board of Directors has appointed Directors Anders Moberg, Fredrik Rapp, Vegard Søraunet and Eva Karlsson to constitute the Remuneration Committee, with Anders Moberg as Chairman of the Committee. The President & CEO is adjunct to the Committee’s meetings.