Boards work & committees

The Board's work

The duties of the board of directors are primarily set forth in the Swedish Companies Act, the company’s articles of association and the Swedish Corporate Governance Code. In addition, the work of the board of directors is guided by the instructions from the general meeting as well as the rules of procedure of the board of directors.

The board of directors is responsible for the organisation and the management of the company’s matters, which, among other things, entails a responsibility for outlining overall, long-term strategies and objectives, budgets and business plans, reviewing and establishing the accounts, making decisions on issues regarding investments and sales, capital structure and distribution policy, developing and adopting material policies, ensuring that there are systems for monitoring and controlling the operations and risks, significant changes in the organisation and operations, appointing the CEO and, in accordance with the guidelines adopted by the general meeting, setting remuneration and other terms of employment benefits for the CEO and other senior executives. The chair of the board of directors is responsible for ensuring that the board of directors’ work is carried out efficiently and that the board of directors fulfils its obligations.

The board of directors meet according to an annual predetermined schedule. In addition to ordinary board meetings, board meetings may be convened where the chair considers it to be necessary or a board member or the CEO so requests.

Remuneration committee

The board of directors has established a remuneration committee consisting of three members: Anna Belfrage, Donna Depasquale and Mark Simon. All members of the remuneration committee are independent in relation to the company and its executive management.

Guidelines for remuneration to the senior executives

The remuneration committee’s main tasks are to:

prepare the board of directors’ decisions on issues concerning principles for remuneration, remunerations and other terms of employment for the executive management;
monitor and evaluate programmes for variable remuneration, both ongoing and those that have ended during the year, for the executive management;
monitor and evaluate the application of the guidelines for remuneration of the executive management that the annual general meeting of shareholders is legally obliged to establish, as well as the current remuneration structures and levels in the company;
prepare and submit to the board of directors a report on the monitoring and evaluation to be carried out under the items (b) to (c) above; and
prepare and manage the board of directors’ remuneration report for each financial year detailing unpaid and outstanding compensation that is covered under the guidelines for remuneration;
if the company implements an incentive program for the employees of the Company, ensure that the incentive program is annually evaluated;
review the CEO’s succession planning for the executive management team members annually; and
fulfil and conduct any other tasks that are to be fulfilled by the remuneration committee pursuant to the Swedish Corporate Governance Code.

Audit committee

The board of directors has established an audit committee consisting of three members: Donna Depasquale, Carl Sparks and Linda Höglund.

The audit committee’s main tasks are to:

monitor the Cint’s financial reporting and provide recommendations and proposals to ensure the reliability of the reporting;
in respect of the financial reporting, monitor the efficiency of the company’s internal controls, internal audits, and risk management;
keep itself informed about the audit of the annual report for the company and the group as well as regarding the conclusions of the Swedish Inspectorate of Auditors’ quality controls;
inform the board of directors of the result of the audit and the way in which the audit contributed to the reliability of the financial reporting, as well as the function filled by the audit committee;
review and monitor the impartiality and independence of the auditor and, in conjunction therewith, pay special attention to whether the auditor provides the Company with services other than auditing services;
provide recommendations on capital structure related matters including long term financing plans and dividend proposals;
provide recommendations on public guidance on financial objectives; and
assist the nomination committee in conjunction with its preparation of proposals to the general meeting of shareholder’s resolution regarding election of auditor.