Nomination, audit and renumeration comittees

Nomination committee

The Annual General Meeting shall appoint members of the nomination committee or indicate how these members are to be appointed. Enea’s nomination committee for the 2011 Annual General Meeting was formed with representatives of four major shareholders plus the Chairman of the Board.

The Chairman of the Board contacted the four largest shareholders in terms of number of votes at the end of the third quarter of 2011 to ask them to appoint one member each to the nomination committee. If any of the four biggest shareholders in terms of votes declines to appoint a representative on the election committee, the next shareholder in order of size must be given the
opportunity to appoint such a representative. The names of nomination committee members was published in the company’s interim report for the first three quarters of the year. The mandate period for the nomination committee appointed shall continue until a new nomination committee has taken over. A representative of the shareholders should be appointed chairman of the nomination committee.

If any significant change takes place to the ownership structure once the nomination committee has been inaugurated, the composition of the nomination committee shall be amended in accordance with the principles above.

The nomination committee shall prepare and submit motions:

• to the Chairman at the coming Annual General Meeting,
• for election of a Chairman and other company directors,
• for Board fees divided among the Chairman and other members of the Board, along with principles for any payment for committee work,
• for election of and payment to an auditor and deputy auditor (where appropriate), and
• for decisions on principles for the appointment of a nomination committee.

The nomination committee for the annual general meeting 2012 consists of Per Lindberg, Sverre Bergland (DnB Nor), Robert Andersson (Infläktor) and Anders Skarin (Chairman of the Board, Enea AB). The nomination committee has appointed Per Lindberg as its Chairman.

Audit Committee

The audit committee is a sub-committee of the Board and in 2010 consisted of Anders Skarin (Chairman), Anders Lidbeck and Åsa Landén Ericsson. Enea’s Director of Finance and the company’s external auditor are co-opted to the meetings, which are normally held once a quarter. The work of the audit committee is minuted and reported to the Board.

The audit committee shall stand responsible for preparation of the Board’s work on quality assurance of the company’s financial reporting, inform itself of the direction and scope of the audit, and discuss coordination between the external and the company’s internal control functions and the view of the company’s risks, approve guidelines concerning which services other than the audit that the company may procure from the company’s auditor, evaluate the audit initiative and notify the company’s nomination committee of the evaluation, and assist the nomination committee with producing proposals for auditors and remuneration.

The audit committee had four meetings in 2010, each in connection with the closing of the accounts for the relevant quarter. All members were present at three of the Audit Committee’s meetings in 2010. One meeting was attended by two of the three members. The formulation of the company’s interim reports, product and customer profitability, risk management, capital immobilization, finance-related issues and internal review were the main topics discussed.

The Group’s auditor reports his findings from the audit to the entire Board each year when the annual accounts are compiled. In addition, the Board meets the company’s auditor at least once a year – without the presence of the executive management team – to learn about the focus and scope of the audit, and to discuss coordination between the external audit and the internal review and views of the company’s risks.

At the 2011 Annual General Meeting PricewaterhouseCoopers AB was reelected with Michael Bengtsson as chief auditor.

Renumeration committee

The overall responsibilities of the Board cannot be delegated, but the Board has established a remuneration committee tasked with preparing issues relating to salaries, remuneration and other terms of employment for the CEO and other members of the executive management team. Reports are made to the Board on an ongoing basis.

In 2010, Board members Anders Lidbeck (Chairman) and Kjell Duveblad made up the remuneration committee. The agenda for the remuneration committee is approved annually by the Board. Examples of issues which the remuneration committee prepares for the Board include scope, terms and distribution of general option and bonus programs according to proposals from the CEO , the CEO ’s contract of employment including salary, pension benefits, allocation in option and bonus programs and similar, and remuneration to other senior executives according to proposals from the CEO .

The remuneration committee is convened as required and reports on its work to the Board. The remuneration committee held five meetings in 2010.