AC shall meet on a regular basis at least four times per annum and its protocols shall be communicated to the Board of Directors . During 2017 , AC met on six occasions and all members participated in these meetings .
REMUNERATION COMMITTEE
There is no specially appointed remuneration committee to deal with wages , pension benefits , incentives and other employment related conditions for the CEO . These issues are dealt with by the Board as a whole without the participation of Board member part of company management . The employment conditions of other members of Group management are determined by the CEO and the Chairman of the Board .
New Wave Group ’ s compensation policy for senior executives :
Remuneration to the Group CEO and other members of Group management comprises fixed salaries at competitive market rates .
Variable remunerations such as bonuses may be paid when this is justified in order to be able to recruit and maintain key staff so as to stimulate improvements in sales and profits as well as the work involved in achieving specific key figures set by the Board . Variable remunerations shall be based on predetermined , measureable criteria such as performance of the New Wave Group or return on equity compared to fixed targets . The variable remuneration shall not exceed 50 % of the fixed remuneration . Total yearly cost cannot exceed SEK 10 million .
The Board shall in respect of each financial year consider whether a share or share price related incentive program which covers the year in question shall be proposed to the AGM or not . The AGM makes the final decision regarding such incentive programs .
There shall be no special fee for Boardwork in Group companies for senior executives .
Pension benefits shall be equivalent to an ITP plan or , for senior executives outside Sweden , pension benefits which are standard in the relevant country .
A mutual notice period of no more than six months and no severance pay shall apply for all senior executives .
CONDITIONS OF EMPLOYMENT FOR THE CEO
Remuneration to the CEO comprises a fixed salary . No Board member ’ s fee or other remuneration ( bonuses ) is paid to the CEO . Pension benefits are paid in accordance with the ITP plan . A mutual notice period of six months applies for the CEO , with no severance pay .
REMUNERATION TO THE BOARD
The AGM decides on the fee for the Board members who are elected by the AGM . The division of the fee between the Chairman and other members is set out in note 6 for the Group in the annual report . The Group has purchased consultancy services from related party . No further remuneration has been paid to any Board member .
GROUP MANAGEMENT
The Group ’ s Board appoints the CEO of the parent company , who is also the group CEO . The CEO is responsible for the ongoing supervision of the Group and other members of the Group management report directly to him . The Group management consists of : CEO , Deputy CEO , CFO , Chief Buying Officer , Area Manager Asia , Area Manager North America , Manager Corporate Promo , Manager Sports & Leisure and Manager Gifts & Home Furnishings .
Group management is responsible for formulating the Group ’ s overall strategy , corporate governance , policies , the Group ’ s financing , capital structure and risk management . They also deal with matters relating to company acquisitions and projects involving the Group as a whole .
For a more detailed presentation of management ’ s assignments and holdings in New Wave Group refer to page 47 .
INTERNAL CONTROL & RISK MANAGEMENT RELATING TO THE FINANCIAL REPORTING FOR THE 2017 FINANCIAL YEAR
GENERAL According to the Swedish Companies Act , the Board is responsible for internal control . The aim of internal control is to create a clear structure of responsibility and an effective decision-making process . The Board has defined a number of basic documents of importance for financial reporting in order to guarantee an effective control environment . The Board ’ s rules of procedure and the instructions for the CEO serve to guarantee a clear allocation of roles and responsibilities , with the aim of operational risks being managed effectively . The Board has also drawn up a number of basic guidelines and policies that are important for internal control , such as a financial policy , instructions for accounting and reporting , employee handbook and a communications policy . The basic control documents are subject to review on an ongoing basis . An effective control environment also requires an adequate organizational structure and ongoing reviews of this . Company management reports to the Board on a regular basis following defined routines . Company management is responsible for the system of internal controls that is required to deal with significant risks in operating activities . Managers at various levels within the Group have clearly defined authority and responsibilities with regard to internal control .
40 | NWG 2017