Composition
The Board of Directors, consisting of five members, is appointed by the government, which also appoints the Chair and Deputy Chair.
Board work
The Board has full responsibility for AP6’s activities and in those areas where the Board’s work is not regulated by the Sixth AP Fund Act (2000:193), it is regulated by the Rules of Procedure set by the Board each year. Besides the Board members, Board meetings are attended by AP6’s Managing Director and relevant employees who possess specialist expertise or who are reporting on a particular topic. The tasks of the Board include setting AP6’s performance target, deciding on investments, appointing and evaluating the Managing Director and ensuring that AP6 has sound procedures in place for internal controls and monitoring. Furthermore, the Board conducts an annual assessment of day-to-day operations, focusing on the long-term perspective.
Board committees
The Board has allocated some of its activities to the following three committees.
The Audit Committee assists the Board in a drafting capacity in matters concerning audits and financial reporting. It also has decision authority on certain matters. The Committee’s task is to monitor AP6’s financial reporting and the efficiency of its internal controls, internal audit (as required) and risk management, as well as briefing the Board on the audit of the annual report.
It is also the Audit Committee’s task to review the Valuation Committee’s proposed valuations of unlisted assets each year when the annual financial statements are being prepared. The Committee must also meet AP6’s auditors at regular intervals for briefings on the audit and on risk exposure. The Committee is required to meet at least four times a year, with AP6’s auditors attending on at least one occasion. The Committee must consist of two members from the Board, one of whom should be appointed Chair. The Managing Director, Deputy Managing Director, CFO and a keeper of the minutes are co-opted members.
The Remuneration Committee assists the Board in a drafting capacity in matters concerning remuneration policies, remuneration and other terms of employment for AP6’s management. The Committee must monitor and evaluate the application of the guidelines for the terms of employment for senior executives decided by the Board and use the government’s guidelines issued in April 2009 as a basis for its approach. The same applies to AP6 employees acting as senior executives for certain direct holdings. The Committee must approve draft proposals for the frameworks used during annual salary reviews for AP6’s employees. The Committee consists of two members from the Board, one of whom should be appointed Chair. The Managing Director, Deputy Managing Director and a keeper of the minutes are co-opted members.
The Sustainability Committee assists the Board in a drafting capacity in matters concerning AP6’s sustainability efforts. The Committee must, in collaboration with AP6’s management prepare the following:
– The annual plan for sustainability efforts
– Relevant sustainability goals
– Criteria and methods for measuring and evaluating the Fund’s sustainability efforts
– Guidelines for annual sustainability reporting
The Committee must meet at least twice per year and it consists of two members from the Board, one of whom should be appointed Chair. The Managing Director, Deputy Managing Director and Sustainability Manager are co-opted members.