Board Committees

The tasks of the Committees and their work procedures are stipulated in written instructions issued by the Board. The Committees’ primary task is to prepare issues and present them to the Board for resolution.

The members of each Committee, including the Committee Chairman, are appointed annually by the Board at its constituent meeting held after the Annual General Meeting.

Remuneration Committee

During 2023 the members of the Remuneration Committee were Johan Molin (Chairman of the Committee), Helena Stjernholm and Kai Wärn. The tasks of the Remuneration Committee are, among others, those prescribed by the Code, which include preparing proposals regarding guidelines for remuneration of senior executives and long-term incentive programs for senior executives.

The Remuneration Committee decides on the remuneration to be paid to the Group Executive Management. Based on the recommendations of the Remuneration Committee, the Board decides the remuneration and terms of employment for the President.

For guidelines, remuneration and other benefits payable to the Group Executive Management, refer to the Current guidelines for the remuneration of senior executives and note G4.

During 2023 the Remuneration Committee held three meetings.

Audit Committee

During 2023 the members of the Audit Committee were Claes Boustedt (Chairman of the Committee), Johan Molin and Helena Stjernholm. Areas addressed by the Audit Committee mainly related to:

• Monitoring the financial reporting and ensuring its reliability
• Effectiveness of the system of internal control and internal audit
• Planning, scope and follow-up of the internal and external audit for the year
• Assistance to the Nomination Committee with regards to proposal for auditor
• Monitoring of the external auditor’s independence and objectivity vis-à-vis the company, including the extent to which the auditor provides other services than auditing services to the company
• The Group’s systematic processes for overall corporate risk management, as well as more detailed risk management matters including legal disputes, compliance, corporate investigations, IT security, Group Digital Security Improvement, accounting procedures, taxation, treasury, finance operations, insurance coverage and pension issues
• The development and effectiveness of compliance processes, with special focus on ensuring operational stability of the compliance program
• Sandvik’s Code of Conduct, Sandvik’s global whistleblowing system, some specific cases managed through Speak Up as well as the overall effectiveness of the system
• Sandvik’s sustainable business strategy and materiality analysis

During 2023 the Audit Committee held five meetings at which Sandvik’s external auditor and representatives of the company’s management were present.

Acquisitions and Divestitures Committee

During 2023 the members of the Acquisitions and Divestitures Committee were Johan Molin (Chairman of the Committee), Claes Boustedt and Helena Stjernholm. The purpose of the Committee is to prepare matters relating to major or strategically important acquisitions and divestitures for Board decisions. The Committee meets on an ad hoc basis, at the request of the President and CEO in consultation with the Chairman of the Board.

During 2023 the Acquisitions and Divestitures Committee held one meeting, during which the Committee reviewed matters related to a proposed acquisition.