Board Committees

 

As is stated in the Rules of Procedure for the Board, committees may be set up to assist in preparing matters for which the Board is responsible. The Board chooses the committee chairman and members from its members. The Board members on these committees can study the issues considered by the committee at greater depth than the entire Board. The committees report on their activities to the whole Board and have no decision-making authority of their own. The Board may form temporary committees to carry out a specific task.

At the Annual General Meeting of the Company held on 15 May 2019, the board decided to establish an Audit Committee, a Remuneration Committee and a Nomination Committee. Prior to this the Company had an Audit committee, a Remuneration, a Nomination Committee and a Strategy and Investment Committee.

Thereafter the Company held an Extraordinary General Meeting on 5 September 2019 and established Strategy Committee. After the above meeting the Company has the below committees:

  • Audit Committee;
  • Remuneration Committee;
  • Nomination Committee; and
  • Strategy Committee

Audit Committee

The Audit Committee’s duty to assist the company’s Board of Directors in ensuring that the company has sufficient internal control system encompassing all of its operations. In addition, the Committee assists the Board of Directors in ensuring that the monitoring of the company’s accounting and asset management have been organized in an appropriate manner. It is also the Audit Committee’s duty to monitor that the operations and internal control of the company have been arranged in a manner required by legislation, valid regulations and a good management and administration system, and to monitor the activities of internal auditing.

To execute its duties, the Audit Committee shall:

  • monitor the reporting process of financial statements
  • supervise the financial reporting process
  • monitor the efficiency of the company’s internal control, internal audit, if applicable, and risk management systems
  • review the description of the main features of the internal control and risk management systems in relation to the financial reporting process, which is included in the company’s Corporate Governance Statement
  • monitor the statutory audit of the financial statements and consolidated financial statements
  • evaluate the independence of the statutory auditing or audit firm, particularly the provision of related services to the company
  • prepare the proposal for resolution on the election of the auditor
  • monitor the financial position of the company
  • contact with the auditor and revision of the reports that the auditor prepares for the Audit Committee; and
  • make recommendations to the Board in matters requiring a Board resolution.

Board has confirmed a written procedure to Audit Committee.

Remuneration Committee

The Remuneration Committee shall prepare matters pertaining to the appointment and remuneration of the CEO and other executives of the company as well as remuneration principles observed by the company and make recommendations to the Board of Directors in these matters.

The main duties of the Remuneration Committee are as follows:

  • the preparation of matters pertaining to the remuneration and other financial benefits of the CEO and the other executives;
  • the preparation of matters pertaining to the remuneration schemes of the company;
  • the evaluation of the remuneration of the CEO and the other executives as well as e nsuring that the remuneration schemes are appropriate; and
  • answering questions related to the Remuneration Statement at the general meeting;
  • the preparation of matters pertaining to the appointment of the CEO and the other executives as well as the identification of their possible successors.

Nomination Committee

The Nomination Committee assists the Board of Directors in the preparations of the matters pertaining to the appointment and remuneration of members of the Board of Directors and makes recommendations to the Board of Directors in these matters.

The main duties of the Nomination Committee are as follows:

  • the preparation of the proposal for the appointment of directors to be presented to the general meeting
  • the preparation of the proposal to the general meeting on matters pertaining to the remuneration of the directors;
  • the presentation of the proposal on the directors to the general meeting; and
  • identification of prospective successors for the directors.

Strategy Committee

The Strategy and Investment Committee shall prepare matters pertaining to key strategic choices of the company and make recommendations to the Board of Directors in such matters.

The main duties of the Strategy- and investment Committee are as follows:

  • reviewing significant strategic initiatives proposed by management and making recommendations to the Board regarding the same;
  • reviewing the Tecnotree product strategy and roadmaps planned on and providing the necessary advice on competitive positioning of products and technologies; and
  • attending from time to time customer meetings and events as needed to support management in explaining Tecnotree’s strategy and convincing customers that it has the Board buy in etc.