Audit Committee and mandate

Purpose

The Board’s audit committee is a preparatory and advisory committee to the Board in relation to the Board’s administrative and supervisory tasks when it comes to control, financial management and reporting. The audit committee will not take decisions on behalf of the Board, but will present its assessments and recommendations to the Board.

Authority and authorisations

The audit committee has the authority to initiate investigations of matters within their areas of responsibility. The company’s finance department will provide any necessary assistance to the audit committee. The audit committee has no separate authorisations.

Election of the Audit Committee and its composition

The members of the audit committee are elected by and among the board members. The audit committee shall consist of at least two directors. Directors who are senior executives may not be elected as members of the audit committee.

The audit committee shall have the expertise that is necessary based on the company’s organization and activities to fulfill their responsibilities. At least one member of the audit committee shall be independent of the business and have qualifications in accounting or auditing.

The audit committee’s tasks

The audit committee shall:
a. prepare the Board’s adherence to the financial reporting process,
b. monitor the internal control and risk management and the company’s internal audit,
c. maintaining regular contact with the company’s auditor for the audit of the annual financial statements,
d. assess and monitor the auditors independence, including in particular the extent to which non-audit services provided by the auditor or audit firm pose a threat to auditor independence,
e. ensure that there is a proper system for notification from employees and others on matters that are contrary to the group’s ethical guidelines,
f. annually review and possibly update its mandate, and propose its mandate recommendations to the Board.

Meetings

It should be held at least four meetings annually. The committee itself will decide which company representatives that shall attend the meetings. It is desirable that external auditors participate in the meetings. CFO is the committee secretary.

Reporting

The secretary of the audit committee prepares the minutes of meeting that will be signed in consecutive meeting.

The minutes are distributed to the Board. Beyond this reports are only made if needed.