Board Committees

The Audit Committee consists of three to four members appointed by and among the Board members. The committee reports to the Board of Directors and currently has three members. The tasks of the committee include the review of accounting, auditing, risk and control matters, which are dealt with at meetings with the external auditors, the CFO and the heads of the accounting and internal audit functions. The committee is furthermore tasked with reviewing material related to party transactions. The committee determines the frequency of its meetings and it usually meets six to seven times per year. The tasks of the Audit Committee are described in the rules of procedure approved by the Board of Directors and available below. The majority of the members are independent.

In 2022 the Audit Committee held seven meetings. The attendance rate for the year was 100%.

In 2019 the Board of Directors established the Nomination Committee. The committee consists of three members, one of whom is the Chair of the Board. The members are elected by and among the Board members and the Board appoints the chair of the committee. The committee assists the Board by establishing an overview of competencies required and represented on the Board and the Executive Board. It reviews the structure, size, composition, succession planning, and diversity of these. The committee further reviews the application of the independence criteria and initiates the recruitment of new candidates, makes an evaluation, and prepares the Board’s recommendation of Board candidates for (re)-election at the general meeting. The tasks of the committee are described in the rules of procedure approved by the Board of Directors and available below.

In 2022 the Nomination Committee held eight meetings. The attendance rate for the year was 100%.

The Remuneration Committee consists of three Board members, one of whom is the Chair of the Board. The members are elected by the Board members. The committee prepares proposals to the Board of Directors for the remuneration of the members of the Executive Board. The committee further makes proposals to the Board e.g. with regards to the remuneration report, remuneration policies and incentive guidelines, and reviews incentive schemes. The Remuneration Committee shall ensure that the remuneration policy and practices as well as incentive programmes support the strategy of APMM and create value for the shareholders. The committee usually meets four times a year. The tasks of the committee are described in the rules of procedure approved by the Board of Directors and available below. The majority of the members are independent.

In 2022 the Remuneration Committee held six meetings. The attendance rate for the year was 100%.

The primary purpose of the Committee is to support the development of the Company’s overall ESG strategic direction, acting both as a sparring partner to Management and supporting the Board with strategy insights on specific ESG matters. The establishment of the ESG Committee does not change the responsibilities of the Board or the Management and the Committee is preparatory for the Board’s work.