Committees of the Board

The Board has established a Remuneration Committee and an Audit Committee. The major tasks of these committees are preparatory and advisory, but the Board may delegate decision-making powers on specific issues to the committees. The issues considered at committee meetings shall be recorded in minutes of the meetings and reported at the following Board meeting. The members and Chairmen of the Committees are appointed at the statutory Board meeting following election.

The Board has also determined that issues may be referred to ad hoc committees dealing with specific matters.

Remuneration Committee

One of the Remuneration Committee’s primary tasks is to propose guidelines for the remuneration to the members of Group Management. The Committee also proposes changes in remuneration to the President, for resolution by the Board, and reviews and resolves on changes in remuneration to other members of Group Management on proposal by the President.

The Committee is comprised of three Board members: Barbara Milian Thoralfsson (Chairman), Lorna Davis and Marcus Wallenberg. At least two meetings are convened annually. Additional meetings are held as needed.

In 2011, the Remuneration Committee held eight meetings. The attendance of each Board member at these meetings is shown in the Presentation of the Board of Directors and Auditors. Significant issues addressed include review of the remuneration to the President, review and resolution on changes in the remuneration to members of Group Management, review of proposed remuneration to new members of Group Management, follow-up and evaluation of previously approved long-term incentive programs and remuneration guidelines for Group Management. In addition, a review of Electrolux remuneration guidelines was performed. The Head of Human Resources and Organizational Development participated in the meetings and was responsible for meeting preparations.

Audit Committee

The main task of the Audit Committee is to oversee the processes of Electrolux financial reporting and internal control in order to secure the quality of the Group’s external reporting.

The Audit Committee is also tasked with supporting the Nomination Committee with proposals when electing external auditors and auditors’ fees.

The Audit Committee is comprised of three Board members: Peggy Bruzelius (Chairman), Hasse Johansson and Torben Ballegaard Sørensen. The external auditors report to the Committee at each ordinary meeting. At least three meetings are held annually. Additional meetings are held as needed.

In 2011, the Audit Committee held six meetings. The attendance of each Board member at these meetings is shown in the Presentation of the Board of Directors and Auditors. Electrolux managers have also had regular contacts with the Committee Chairman between meetings regarding specific issues. The Group’s Chief Financial Officer and the Head of Internal Audit have participated in all of the Audit Committee meetings. Cecilia Vieweg, General Counsel, has served as secretary at four of the six meetings.

The Remuneration Committee’s tasks include:

  • To prepare and evaluate remuneration guidelines for Group ­Management.
  • To prepare and evaluate targets and principles for variable compensation.
  • To prepare terms for pensions, notices of termination and severance pay as well as other benefits for Group Management.
  • To prepare and evaluate Electrolux long-term incentive programs.

The Audit Committee’s tasks include:

  • To review the financial reporting.
  • To monitor the effectiveness of the internal control, including risk ­management, concerning the financial reporting.
  • To follow-up the activities of the internal audit function Management Assurance & Special Assignments as regards organization, recruiting, budgets, plans, results and audit reports.
  • To oversee the external audit and evaluate the work of the external auditors.
  • To review, and when appropriate, preapprove the external auditors’ engagements in other tasks than audit services.
  • To evaluate the objectivity and independence of the external auditors.