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The Board of AMF is appointed by the company's owners at the Annual General Meeting, which is held before the end of June each year. The Chairman of the Board is elected by the Annual General Meeting. The Board consists of 11 ordinary members. No deputies are appointed. Two personnel representatives also participate in Board meetings. The Board meets at least four times a year. In 2009, 12 Board meetings were held for which minutes were kept. The Board bears the ultimate responsibility for AMF's operations being conducted in accordance with applicable legislation and regulations. The Board appoints members of the Nominating Committee of AMF Fonder AB. The Board has four appointed committees:
Remuneration Committee The Remuneration Committee consists of the Chairman of the Board, who is also the Chairman of the Committee, and two other Board members. The Remuneration Committee is responsible for drafting for the Board matters regarding remuneration and benefits for the President, as well as matters of principle regarding benefits of various forms for the company's employees.
Finance Committee The Finance Committee consists of the Chairman of the Board, who is also Chairman of the Committee, and four other Board members. The Finance Committee is responsible for drafting for the Board matters regarding the company's investment activities, financial risk management and work on corporate governance in companies in which AMF is an owner.
Insurance Committee The Insurance Committee consists of two Board members and the President, who is also the Chairman of the Committee. The Insurance Committee is responsible for drafting for the Board insurance-related matters of a principle nature or that are otherwise of major significance for the company and its operations.
Audit Committee The Audit Committee consists of the Chairman of the Board, who is also the Chairman of the Committee, and two other Board members. The company's auditors and internal auditor participate in the Committee's meetings. The Committee is responsible for drafting for the Board matters relating to its efforts to safeguard the quality of the company's financial reporting. The Audit Committee also monitors the company's internal control and risk management work.
Corporate governance and internal control
AMF is a life insurance company and not formally obliged to abide by the Swedish Code of Corporate Governance. The Company has, however, chosen to observe the Code in some instances. The company’s owners have decided not to appoint a nominating committee for the election of Board members and auditors, as prescribed by the Code. The reason for this is that the company has only two owners, the Swedish Trade Union Confederation (LO) and the Confederation of Swedish Enterprise (Svenskt Näringsliv), which each appoints half of the Board members. The Board meets the requirements for directors’ independence towards the company and company management as laid out in the Code, but not as regards the Board members’ independence in relation to larger shareholders. Since the owners are equally represented on the company’s Board and thereby have full insight into the Board’s work, the company feels that there is no need for a corporate governance report and report on internal control as prescribed by the Code. When appointing Board members, the owners take into account the Board’s aggregate need of knowledge and experience to ensure that they meet the special demands made upon the Board of a limited liability insurance company that is active primarily in occupational pensions.
Assessment of the work of the Board
Under the direction of the Chairman of the Board, a systematic and structured evaluation is performed of the work of the Board prior to each Annual General Meeting.
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