The Board of Director’s appoints a remuneration committee and an audit committee from among its own members. These committees, whose work is of a preparatory nature, imply no delegation of the legal responsibility of the Board or its members.
Reports to the Board on issues discussed at the committee’s meetings shall be either in writing or given orally at the following Board meeting.
The remuneration committee’s main task is to make recommendations for Board approval regarding the terms of the President’s salary (both fixed and variable), employment and pension and deal with issues related to the SAS’ overall remuneration policies for senior executives.
The committee is appointed by the Board of Directors. The remuneration committee consists of Fritz H. Schur (committee chairman), Jacob Wallenberg and Dag Mejdell.
The Board stipulates the President’s compensation and other terms of employment. In other respects SAS applies the so called “grandfather” principle in setting salaries and other benefits. This principle means that the manager above an employee’s immediate manager must always be informed of and approve that employee’s compensation.
SAS does not have a program for variable compensation to senior executives (which for SAS includes the CEO and the other members of the Group Management). There are no share related incentive programmes or option programs in place at SAS.
The Remuneration Committee and the Board of Directors have found special reasons for deviating from applicable guidelines for remuneration of senior executives, and have resolved to grant the Group Management member responsible for Marketing & Sales a variable salary model with a target salary of 100% comprised by a fixed salary of 60% and a variable salary of 40% connected to certain set sales goals.
For information on SAS’ remuneration policies and overarching principles as well as the compensation and benefits to the Board, President and senior executives, see the last published Annual report.
The audit committee consists of three members elected by and among the members of the Board. Its members are Monica Caneman (committee chairman), Lars-Johan Jarnheimer and Birger Magnus.
Its chief task is to monitor the company’s financial reporting, study and review reports from the external auditors, evaluate whether the routines for internal control, internal reporting and auditing are tailored to the needs of the SAS Group and, along with Group Management, discuss issues raised by audits.
The committee shall also scrutinize the auditors’ independence vis-à-vis the company, including the extent of the auditors’ non-audit-related engagements for the company. A further task of the committee is to draft and discuss recommendations prior to the shareholders election of external auditors.