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Audit committee
The Audit Committee is appointed annually by the Board of Directors. The purpose of the Audit Committee is to support the Board in issues regarding internal and external control as well as financing and financial targets. Their tasks include maintaining continuous contact with external auditors. The external auditors as well as the internal auditors participate in all Audit Committee meetings and also conduct regular discussions with the Committee members. In addition, the Committee establishes procedures for the internal audit and ensures that auditors’ recommendations and observations are followed. In addition, the Audit Committee evaluates the Group’s risk, examines accounting principles and the Group’s financial reporting. It also evaluates the Group’s financial activities and monitors the maintenance of the independence of external auditors.
In April 2007, the Board of Directors appointed Hans Munk Nielsen (Chairman), Birgitta Kantola and Lars Wedenborn as members of the Audit Committee.In April 2006, the Board of Directors appointed Adine Grate Axén (Chairman), Urban Bäckström and Hans Munk Nielsen as members of the Audit Committee. The Chairman of the Audit Committee reported to the Board meetings on the matters addressed at the meetings of the Audit Committee. The secretary of the Audit Committee was Magnus Billing, OMX’s General Counsel.
During 2006, the Committee had a particular focus on the following issues: management and control issues, supporting the work of the Nominating Committee and proposing auditors, internal control, the Group’s internal audit, accounting issues, supervising the independence of auditors, principles for financial information and financial objectives, financing issues, office premises and issues regarding taxes and internal price setting. During the year, the Audit Committee held eight meetings for which minutes were kept.
Remuneration committee
The Remuneration Committee is appointed annually by the Board of Directors. The Remuneration Committee prepares issues for Board decisions regarding salaries and remuneration for the President and CEO, and also approves salaries and other types of remuneration for members of the Executive Management Team. Furthermore, the Committee proposes remuneration for Board members in the companies within the Group that the Board has specified and makes recommendations regarding principles for salaries, benefits and other types of remuneration to employees in the OMX Group.
In april 2007, the Board of Directors appointed Urban Bäckström (Chairman), Birgitta Klasén, and Bengt Halse the following persons as members of the Remuneration Committee. In april 2006, the Board of Directors appointed the following persons as members of the Remuneration Committee: Olof Stenhammar (Chairman), Adine Grate Axén, and Bengt Halse. The secretary of the Committee was Pernilla Gladh, Head of Human Resources.
During 2006, the committee had a particular focus on the following issues: program for variable salary, the Short Term Incentive 2006 and 2007, the Share Match Programs 2006 and 2007 for senior management, remuneration to the President and CEO, and a proposal regarding the principles for remuneration and other terms of employment for Group management.
During 2006, the Remuneration Committee held seven meetings for which minutes were kept. For remunerations and incentive programs, see OMX’s Annual Report for 2006, Note 7.
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Annual General Meeting 2008 June 3, 2008 - Stockholm
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