Getinge 2022 Annual Report
Getinge 2022 Annual Report
Introduction
Strategy
Corporate Governance
Annual Report
Sustainability Report
Other information
Contents
BOARD COMMITTEES
The Board has established two committees -
to focus on remuneration, audit and risk
Remuneration Committee
The Remuneration Committee follows written instructions and
its duties include preparing questions concerning remuneration
principles and remuneration as well as other employment terms
and conditions for the President & CEO and other members of the
Getinge Executive Team. When applicable, the Committee also
prepares proposals to the Board on the guidelines for the remuner-
ation to senior executives, which the Board submits for decision at
General Meetings.
The Committee follows and evaluates ongoing and completed
variable remuneration programs for the Getinge Executive Team
during the year and the application of the guidelines for remuner-
ation to senior executives resolved at the AGM, and prepares the
Board's remuneration report.
The Remuneration Committee is a preparatory body in topics
concerning succession planning, including the President & CEO,
and talent development. However, the Board in its entirety assumes
the ultimate responsibility for these matters.
Remuneration Committee's composition and work 2022
In 2022, the Committee comprised the Board members Johan Malm-
quist (Chairman), Carl Bennet, Barbro Fridén, Dan Frohm and Kristian
Samuelsson. All members of the Remuneration Committee are inde-
pendent in relation to the company and the Getinge Executive Team.
The Committee shall, normally, hold three meetings per year. In
2022, the Committee held three minuted meetings and remained in
contact. The attendance of members at the Committee meetings is
presented in the table on page 38-39.
During the
year, the Committee's work focused in particular on
evaluating guidelines for remuneration to senior executives, the
application of these guidelines, the preparation of the remunera-
tion report and succession planning. In addition, the Committee
worked during the year on revising the targets for annual variable
remuneration, specifically focusing on preparing sustainability
targets, monitoring the outcome of the variable remuneration
program and updated the program for 2023.
The 2022 guidelines for the remuneration to senior executives
are presented on pages 63-65 of the Annual Report.
The remuneration report was prepared by the Board and will
be presented to the Annual General Meeting for resolution. The
remuneration report was prepared as a separate report but is
included in the annual report document on pages 68-71. The Board
of Directors also proposes that the 2023 AGM adopt the new
guidelines for the remuneration to senior executives as presented
on pages 65-67.
Audit and Risk Committee
The Audit and Risk Committee follows written instructions and its
activities are to meet the requirements of the Swedish Companies
Act and the EU Audit Regulation. The Audit and Risk Committee is
a preparatory body in the contact between the Board and the
auditors, and continuously reports its work to the Board.
The Committee's tasks include assisting the Nomination
Committee with preparing proposals for resolutions by the General
Meeting on election of, and fees to, auditors. As part of these
preparations, the Committee is to ensure that the auditor's
mandate period does not exceed applicable rules, procure the
audit and present a recommendation to the Nomination Commit-
tee in accordance with the EU Audit Regulation.
The Audit and Risk Committee is also to prepare guidelines on
non-audit services provided by the auditors and, when applicable,
approve such services in accordance with applicable guidelines.
The Committee is also to examine and monitor the independence
of the auditors and pay particular attention to whether the
auditors provide other non-audit services and otherwise evaluate
the auditing activities.
The Committee is involved in planning the external audits and
continuously consults and confers with the external auditors. Among
the Committee's tasks is to examine and monitor the consolidated
financial statements, prepare the financial reports that the
company publishes externally as well as monitor the efficiency of
the company's internal control, risk management (including
financial risk management) and internal audit. The Committee
discusses the company's significant financial risk exposure and
measures to be taken to limit, monitor and control such exposures
with the company's auditor and executive management. The Audit
and Risk Committee follows the work of the Ethics & Compliance
function, internal investigations and whistleblower cases and has
overall responsibility for monitoring the implementation of an
effective compliance program. The Committee shall, normally, hold
six meetings per calendar year.
Audit and Risk Committee's composition and work 2022
In 2022, The Committee comprised the Board members Johan
Bygge (Chairman), Cecilia Daun Wennborg, Dan Frohm and Malin
Persson. All members of the Committee are independent in relation
to the company, executive management and the company's major
shareholders, with the exception of Dan Frohm, who is not consid-
ered to be independent in relation to the company's major share-
holders. The composition of the Committee meets the qualification
criteria that is placed on accounting or auditing expertise.
The Committee held six minuted meetings in 2022, and remained
in contact as required. The attendance of members at the
Committee meetings is presented in the table on page 38-39. The
company's auditors participated in all Committee meetings. Jointly
with the auditors, the Committee discussed and established the
scope of the audit. Additionally, the company's Chief Ethics &
Compliance Officer and internal auditor participated in meetings
with the Committee to the extent deemed relevant.
The Committee has continuously addressed all of the issues
stipulated in the rules of procedure. During the year, the committee
particularly focused on financing-related issues, development of
the work of the Corporate Internal Audit, issues related to the
Sustainability Report and Taxonomy and follow-up of specific
issues identified in conjunction with risk assessments, internal
controls and internal auditing.
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