• Articles of association
• General meeting of shareholders
• Election committee
• Board of Directors
• Committees of the board of directors
• Management
• Auditors
• Internal control
• Review by auditors
• Ethical guidelines
• Risk analysis

Committees of the board of directors

Board Committees

The Board of Directors has appointed a Compensation Committee to prepare proposals concerning compensation to the President & CEO for approval by the Board, to decide on compensation to other members of Group management and to draft proposals for any incentive programmes. Guidelines for determining compensation and other terms of employment for the President & CEO and other members of Group management were adopted by the Annual General Meeting in August 2009.

The Compensation Committee consists of the Chairman of the Board Tom Hedelius (chairman of the Compensation Committee), the Vice Chairman of the Board Anders Börjesson and the President & CEO Stefan Wigren. The President & CEO does not participate in decisions regarding his own compensation. The Compensation Committee convened on one occasion at which minutes were taken during the 2009/2010 operating year.

The composition of the Compensation Committee deviates from the requirements of the Code with respect to independence of the members in relation to the Company and management. The reason is that the Board of Directors feels that it is important that the members of the Compensation Committee have the best possible understanding for how present and future requirements for expertise and experience in B&B TOOLS’ operations and continued development should be reflected in compensation to Group management.

The Board of Directors has also appointed an Audit Committee to analyse and discuss the Company’s risk management, governance, internal control and financial reporting. The Committee has contact with the Company’s auditors to discuss such aspects as the emphasis and scope of the audit work. In connection with adoption of the year-end financial statements, the Company’s external and internal auditors report on their observations over the course of their audit and their assessment of the Company’s internal control. The Committee includes all members of the Board, with the exception of the President & CEO. The Chairman of the Board also serves as Chairman of the Audit Committee. The Audit Committee held one meeting during the 2009/2010 operating year, during which minutes were taken.

No separate compensation was paid for committee work.