Audit Committee The Rules of Procedure of the Audit
Board of Directors of Hemnet shall consist of a minimum of five and a maximum of nine members. At the end of 2021, the Board consisted of eight members, two women and six men. No one from the company’s management teamwas amember of the Board and the composition of the Boardmet the requirements for independent members - for further information on the Board, including the independence of itsmembers in relation to the company and itsmanagement andmajor shareholders, see pages 36-37. The Board’s work Under its rules of procedure, the Board has set information and decision points that are described in the Board’s annual cycle (see page 32). All Board meetings include approval of previous minutes, a report on significant events from the CEO, and a financial report from the CFO. During the year, 10 Boardmeetingswere held (including one per capsulam). Attendance of Boardmembers at themeetings is shown in the table above. The secretary of the Board meetings has beenHemnet’s General Counsel. Each Boardmeeting has had an agenda item where the Board has had the opportunity for discussion without management present. An important issue that has been handled by the Board during 2021 is the decision regarding Hemnet’s listing on Nasdaq Stockholm and the preparations made in connection with the listing. An additional specific issue for 2021 has been the
consideration and analysis of the possible impact of Covid-19 on the company’s operations. An important part of the Board’s work from2021 onwards will be the financial reports that are presented, including for the interim reports and the year-end report. As in previous years, the Board has discussed the company’s strategy in detail at its annual strategy review. Other issues dealt with during the year have been the continued development of the company’s value-added services for home sellers, the company’s relationship with the real estate industry, including the compensationmodel for the real estate industry, new credit financing, and updating of the 3-year business plan. COMMITTEES During the year, the Board has appointed an Audit Committee and a Remuneration Committee, which are preparatory bodies for the Board’s work, without delegated decision- making powers. 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. Committee members are elected at the statutory Boardmeeting held immediately after the AGM, and appointed for one year at a time. At committee meetings, representatives from the business such as the CEO and CFO may participate as presenters. The matters dealt with at the meetings of the committees are minuted and reported at the following Boardmeeting.
Committee state that the purpose of the 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 2021-2022 were Kerstin Lindberg Göransson (Chair), Tracey Fellows and Nick McKittrick. The company’s CFO has attended all meetings of the Committee and the company’s General Counsel has served as secretary of the meetings. 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 According to the Committee’s rules of procedure, the Committee should facilitate the work of the Board by preparing remuneration issues. In 2021, the Remuneration Committee consisted of Håkan Erixon (chair), Anders Edmark (up until 24 February 2021), Pierre Siri and Christopher Caulkin. The company’s CEO has attended all meetings of the Committee and the company’s General Counsel has served as secretary of the meetings.
Remuneration Committee
The Committee’s work in 2021 has covered issues such as:
• Monitoring the impact of Covid-19 on HR-related matters such as work environment, staff turnover and HPI (Human Performance Indicator) in the three parts: engagement, culture and leadership. • Recruitment and skills development have been discussed. • The remuneration structures for staff and the salary review for the management team have been evaluated and approved - within this framework, pension rights and holiday entitlements have also been evaluated. • The CEO’s objectives and remuneration conditions have been evaluated and assessed and approved by the Board. • 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 beenmonitored and evaluated. • A draft remuneration report has been prepared for the Board to submit to the 2022 AGM.
ADMINISTRATION REPORT
HEMNET GROUP | ANNUAL AND SUSTAINABILITY REPORT 2021 · 33
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