Audit committee
The Board of Directors has internally appointed an audit committee comprising four members: Michael Flemming (Chairman), Sonali Chandmal, Margareta Nordenvall and Fredrik Stenmo, all of which are independent to the Company and its executive management. Michael Flemming, Sonali Chandmal and Margareta Nordenvall are also independent in relation to major shareholders. The Company’s CEO, CFO or any other employee of the Group participates in the meetings of the audit committee if instructed by the committee and, when necessary, also the Company’s auditor. The audit committee shall, among other things, without prejudice to the responsibilities and tasks of the board of directors, monitor the Company’s financial reporting and provide recommendations and proposals to ensure the reliability of the reporting, monitor the efficiency of the Company’s internal control, internal auditing and risk management and oversees whether the auditor provides other services besides audit services for the Company. The committee also has the task of evaluating the audit work and providing this information to the nomination committee and assisting the nomination committee in the preparation of proposals regarding election of auditors and auditors’ fees.
Remuneration committee
The board of directors has also internally appointed a remuneration committee comprising three members: Fredrik Stenmo (Chairman), Arno Bohn and Azita Shariati. All three members are independent of the Company and its executive management. Arno Bohn and Azita Shariati are also independent in relation to major shareholders. The remuneration committee has the following main responsibilities:
- Preparing the board's decisions on issues concerning principles for remuneration, remuneration amounts and other terms of employment for executive management.
- Monitoring and evaluating programmes for variable remuneration, ongoing as well as such that have ended during the year, for executive management.
- Monitoring and evaluating the application of the guidelines for remuneration to the executive management established by the annual general meeting, as well as the current remuneration structures and remuneration levels within the Company.
Sustainability committee
The board of directors has also internally appointed a sustainability committee comprising four members: Fredrik Stenmo Anne Berner, Sonali Chandmal (Chair) and Fredrik Rågmark (board member and CEO). The purpose of the committee is to ensure an aligned and well prepared and supervised sustainability model of the Company, with an emphasis on supervision of strategy, implementation of strategy and monitoring and evaluation of Medicover’s work within the sustainability area. The sustainability committee has the following main responsibilities:
- Prepare the board’s decisions on issues concerning sustainability.
- Monitor and evaluate the Company’s goals within the sustainability area.
- Monitor and evaluate the application of the guidelines issued by the board within the sustainability area.
- For each financial year review the Company’s sustainability report, which is to be included in the Company’s annual report or approved by the board as a separate report in connection with the approval of the annual report of the Company.