Committees of the Board
Pursuant to the Articles of Association, the Board may delegate any of its powers, authorities and discretions to any committee consisting of one or more Directors. In pursuit of an efficient and reliable corporate governance structure the Board has established two subcommittees, those being: the audit committee and the operations committee. Described below is also the Board’s discharge of remuneration committee tasks. For the purposes of preparing suggestions for Annual General Meetings a Nomination Committee has also been established consisting of representatives from the three largest shareholders in the Company.
Audit committee
The audit committee is charged with the responsibility of reviewing the system of internal control, management and reporting of financial risks and the audit process. When relevant and appropriate, the Chief Financial Officer and the Company’s auditors are invited to attend the meetings, including a yearly planning stage meeting before the audit and after the audit at the reporting stage. Other Directors may also be invited to attend, although at least once a year the audit committee must meet the Company’s external auditors without any management being present.
The tasks of the audit committee include consideration of matters relating to the appointment of external auditors for Black Earth Farming and its main subsidiaries, the independence of the Company’s auditors as well as review of the audit fees. The audit committee shall also review the integrity of the Company’s annual and interim reports, preliminary results’ announcements and any other formal announcements relating to the Company’s financial performance and situation.
The Chairman of the committee must have significant knowledge and experience in accounting in general, and the accounting principles applicable to the Company in particular.
The audit committee meets as regularly as deemed necessary by the Board, but at least four times a year, in connection with the release of the Company’s interim and full year financial statements.
Audit committee compostion
The audit committee consists of three of the board members, namely Alex Gersh as Chairman, Henrik Persson, Magnus Unger and Paul Wojciechowski as a specially invited member.
Operations committee
The operations committee has been delegated by the Board of Directors to screen and evaluate key decisions regarding operational matters relating to the company. In particular the responsibilities of the Operational Committee include preparing decisions regarding; capital and operational expenditures outside of the board approved budget as well as review and approval of other key operational activities and hiring of high level positions within the operating company.
Operations committee compostion
The operations committee consists of three of the board members, namely Poul Schroder as chairman, Richard Warburton and Sture Gustafsson.
Remuneration committee
The function of a specific remuneration committee, as per the Code’s guidelines, is to prepare proposals on remuneration and other terms of employment for the executive management. The Board of Directors of Black Earth Farming has generally felt it more appropriate, that the entire Board performs the remuneration committee’s tasks, however without the Board member(s) who are also part of the executive management. In some specific cases Per Brilioth, Henrik Persson and Alex Gersh have been given the type task of a remuneration committee, to prepare remuneration proposals. The guiding philosophy of the Board in determining compensation for executives is the need to provide a compensation package that is competitive and motivating, will attract and retain qualified executives, and encourage and motivate performance.