Committees

CORPORATE GOVERNANCE STRUCTURE

Board of Director

The Group's Audit Committee will have responsibility for:

1. Recommending the financial statements to the Group and for reviewing the Group's financial reporting and accounting policies, including formal announcements and trading statements relating to the Group's financial performance;
2. The relationship with the internal and external auditors and for assessing the role and effectiveness of the internal audit function;
3. Reviewing the Group's procedures for detecting, monitoring and managing the risk of fraud;
4. Recommending to the Board the appointment, re-appointment and removal of the external auditors;
   
5. Reviewing the nature, scope and results of the annual external audit;
   
6. Recommending the audit fee and on an annual basis assesses the effectiveness and independence of the external auditors; and
7. Keeping under review the Group's internal controls and systems for assessing and mitigating financial and non-financial risk.

The Audit Committee is composed of four members. The committee is chaired by Per Anders Fasth.

The following table describes the current committee composition:

View our Audit Committee Terms of Reference

The Risk Committee will be responsible for taking all the day-to-day decisions relating to the Group apart from those that are reserved for the Board. Namely, the committee carries out following duties:

1. Review and assessment of the Group’s risk management strategy, risk appetite and tolerance, risk management system and risk policies;
2. Review and monitoring of the processes for compliance with laws, regulations and ethical codes of practice;
3. Monitoring of the remediation of internal control deficiencies identified by internal and external auditors around compliance, ethics and risk management functions;
4. Annual self-assessment of the committee’s performance and reporting of the results to the Board;
5. Review of the key risk management framework and other policy documents and make recommendations to the Board for their approval.

The Committee is chaired by Thymios P. Kyriakopoulos, an Independent Non-executive Director.

The following table describes the current committee composition:

View our Risk Committee Terms of Reference

The Group's Remuneration Committee is constituted to determine and make recommendations to the Board the framework or broad policy for the remuneration of the Deputy CEO, the Chairman, the Executive Directors and such other members of the executive management as it is designated to consider.

The Remuneration Committee shall also oversee any major changes in employee benefits structures within the Group. The Remuneration Committee is also required to produce a report of the Group's remuneration policy and practices to be included in the Group's Annual Report and ensure each year that it is put to shareholders for approval.

The Remuneration Committee consists of four members. The committee is chaired by Janet Heckman.

The following table describes the current committee composition:

View our Remuneration Committee Terms of Reference

The Corporate Governance and Nomination Committee is constituted to regularly review the structure, size and composition (including the skills, knowledge, experience and diversity) of the Board.

The Group has developed succession plans for executive board members and other critical non executive roles based on a clear view of the full range of skills currently available to it and potentially required in future for a successful delivery of its strategy. As a next step the Group will be implementing an executive development program with a clear roadmap to grow knowledge and personal strengths of potential candidates and increase their exposure to the Board to ensure that future leadership needs are met with appropriate and diverse balance of skills and experience.

The Corporate Governance and Nomination Committee consists of three members. The committee is chaired by Arne Berggren.

The following table describes the current committee composition:

View our Corporate Governance and Nomination Committee Terms of Reference

The Technology and Data Committee consists of three members. The committee is chaired by Rajeev Sawhney.

The following table describes the current committee composition:

 View our Technology and Data Committee Terms of Reference

ESG and Ethics Committee supports the Board in its oversight of the strategy, policies, initiatives and programs of the Company and its subsidiaries (the “Group”) in relation to Environmental, Social and Governance (“ESG”) matters.

ESG and Ethics Committee consists of four members. The committee is chaired by Eran Klein.

The following table describes the current committee composition:

 View our ESG and Ethics Committee Terms of Reference