The Board of Directors currently has two Board committees, the Nomination Committee and the Audit Committee. Furthermore, the shareholders’ meeting has constituted a Remuneration Committee. The composition and tasks of the Board’s Commit- tees are regulated in the Board of Directors’ Internal Regulations. The composition and tasks of the Remuneration Committee are regulated in the Articles of Association as well as in the Board of Directors’ Internal Regulations. Below is a brief description of the Committees as per the current Internal Regulations (which are continuously reviewed and if deemed appropriate by the Board of Directors amended).
The main purpose of the Remuneration Committee is to act as remuneration committee pursuant to Federal Ordinance of 20 November 2003 against excessive compensation with respect to listed corporations (so-called “Minder Ordinance”). The Remuneration Committee shall regularly review, and recommend changes to Board members’ remuneration to ensure that it is at an appropriate level, and effectively managed, to best advance the business objectives of Cavotec and assist the Board of Direc- tors in the establishment of remuneration policies and practices for, and in discharging the Board of Directors responsibilities rela- tive to remuneration setting and review of, the Company’s CEO, other senior executives, and Board members. The compensation plans should reflect market conditions in the various countries where Cavotec is operating.
The current members of the Remuneration Committee in Cavotec are Erik Lautmann (Chairman), Patrik Tigerschiöld and Helena Thrap-Olsen.
The objective of the Audit Committee is to assist the Board of Directors in discharging its responsibilities relative to financial reporting and regulatory compliance. Members of the Audit Committee shall comprise members of the Board appointed by the Board and in accordance with the Code. The members of the Audit Committee shall be not less than three, all of whom shall be Board members with a majority to be independent Board members. One member must have a financial or accounting background.
The current members of the Audit Committee in Cavotec are Heléne Mellquist (Chairman), Patrik Tigerschiöld, and Roberto Italia.