safeguarding the interests of the Company and its shareholders by, among other things, appointing the CEO, continuously assessing the Company’s financial situation, deciding on the Company’s strategy, ensuring that the Company has good risk management and internal control, as well as ensuring that the Company complies with applicable laws and regulations and the Articles of Association. Each year, at an inaugural meeting held in conjunction with the AGM, the Board of Directors adopts rules of procedure for its own work, as well as rules of procedure for the
which are revised annually and adopted by the inaugural board meeting each year. The rules of procedure for the Board of Directors details the Board’s annual calendar (see page 36) and all Board meetings include approval of previous minutes, a CEO-report and a financial report from the CFO. During 2022 ten (10) Board meetings were held (including one meeting per capsulam). The attendance of Board members at the meetings is shown in the table above. The secretary of the Board meetings has been Hemnet’s General Counsel. Each Board meeting has included an item on the agenda where the Board has had the opportunity to discuss without management being present. Committees In order to increase the efficiency of its work and enable a more detailed analysis of certain issues, the Board has formed two Board Committees. The Audit Committee and the Remuneration Committee are preparatory bodies for the Board’s work, without delegated decision-making powers. The Audit Committee, however, decides on which auditor it recommends the Nomination Committee to propose to be elected at the next AGM. The establishment of these Committees does not limit the responsibility of the Board of Directors for the management of the company and the decisions taken by the Board of Directors. Committee members are appointed at the inaugural Board meeting held immediately after the AGM and are appointed for one year at a time. Rules of procedures for the Committees are adopted at the inaugural Board meeting. At Committee meetings, the CEO and/or the CFO normally participate as presenters. The matters dealt with at the meetings of the Committees are documented and reported at the following Board meeting.
Audit Committee The purpose of the Audit Committee is to prepare audit matters, monitor and ensure the
quality of financial reporting and the effectiveness of internal control, risk
management and audit, and facilitate the work of the Board by supporting and monitoring the ongoing financial reporting process. The members of the Audit Committee has since the AGM 2022 consisted of Maria Redin (Chair), Anders Edmark, Tracey Fellows and Nick McKittrick. The Company’s CFO has attended all meetings of the Audit Committee and the Company’s General Counsel has served as secretary of all meetings. Also, the CEO has attended eight of nine meetings during the year. The company’s auditor, Ernst & Young AB, has attended specific Committee meetings during the year, to report, among other things, on the quarterly review and internal control. Remuneration Committee The responsibilities of the Remuneration Committee are, among other things, to monitor, evaluate and prepare remuneration guidelines. After the AGM 2022, the Remuneration Committee has consisted of Håkan Erixon (Chair, up until 31 August 2022), Christopher Caulkin (elected Chair of the Remuneration Committee at the Board meeting held on 19 October 2022, prior to that he was a member), Håkan Hellström and Pierre Siri. The Company’s CEO has attended all meetings of the Committee. Since Håkan Hellström is not independent in relation to the Company, the composition of the Committee is not fully in line with the Code’s requirements. It was deemed important by the Board to ensure that all Board members could participate in the Committee work and Håkan Hellström’s engagement in the real estate industry was not deemed to have any effect on the matters handled by the Committee.
Audit Committee and Remuneration Committee. The Board also annually
establishes an instruction for the CEO which includes instructions on financial reporting to the Board. Composition of the Board According to the Articles of Association, the Board of Directors of Hemnet shall consist of a minimum of five and a maximum of nine members without deputy Board members. The Board of Directors elected by the AGM 2022 consisted of eight members, two women and six men. At the end of 2022, the Board of Directors has one vacancy since the Chair elected at the AGM, Håkan Erixon, decided to leave the board on 31 August 2022. Following Erixon’s decision, the Board convened an extra Board meeting and elected Christopher Caulkin to replace Erixon as Chair. No one from the Company’s management team is a member of the Board and the composition of the Board meets the requirements concerning the independence of the Board – for further information on the Board, including the independence of its members in relation to the Company and its management and major shareholders, see pages 40-41.
The Board’s work The Board applies written rules of procedure,
Remuneration Committee responsibilities
The Committee’s work in 2022 has covered issues such as:
• During the year, completed and new long-term incentive schemes have been monitored and evaluated. • The application of the remuneration guidelines decided by the Annual General Meeting has been monitored and evaluated. • Preparation of updated remuneration guidelines ahead of the 2022 AGM. • A draft remuneration report has been prepared for the Board to submit to the 2022 AGM.
Administration report
Hemnet Group | Annual and sustainability report 2022 · 37
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