The Board’s Audit and Finance Committee monitors such issues as financing and audits, and prepares matters in these areas for decisions by the Board.
Members of the Committee, and its Chairman, are elected yearly by the Board.
The Audit and Finance Committee consists of three Board members not employed by the company. The Committee’s rules of procedure are included in the Board of Directors’ rules of procedure and are ratified annually. It is the business of the Audit and Finance Committee to:
- Monitor financial reporting and submit recommendations and proposals for ensuring the reliability of the financial reports.
- With regard to financial reporting, monitor the efficiency of the company’s internal control, internal audits (if any) and risk management.
- Monitor the work on capital structure and other financing issues, as well as prepare financing issues for decisions by the Board.
- Monitor the work on operational risks and regulatory compliance, and ensure that there are appropriate systems for control and monitoring.
- Issue an annual report on internal control and ensure that the Corporate Governance Report describes the Board’s measures for ensuring that internal control functions properly.
- Stay informed about the Annual Report and the consolidated accounts.
- Inform the Board of the results of the audit and how they promoted the reliability of financial reporting.
- Stay informed about the findings of the Swedish Inspectorate of Auditors’ control of the auditors.
- Review and monitor the auditor’s impartiality and independence, paying particular attention to whether the auditors provide other services besides auditing, as well as evaluating the audit work and informing the company’s Nomination Committee of the results of the evaluation.
- Take note of the auditors’ report pursuant to Article 11 of the Audit Regulation and, if needed, take appropriate action in this connection.
- Issue guidelines for services other than auditing provided by the auditors and, where appropriate, approve such services in accordance with these guidelines.
- Prepare issues regarding procurement of audit and other services from the auditors.
- Assist the Nomination Committee in producing proposals for auditors and remuneration to them, at which point the Committee is to ensure the auditors’ mandate period does not exceed the applicable regulations, procure the audit and submit a reasoned recommendation in accordance with the stipulations in Article 16 of the Audit Regulation.
Audit and Finance Committee
The primary tasks of the Audit and Finance Committee are:
- Financial reporting
- Financing and capital structure
- Investment research and monitoring
- Risk management
- Regulatory compliance
- Operational areas of specialisation
- Internal control
The Audit and Finance Committee is to hold at least four meetings a year, and the Company’s auditors must attend at least two of them. On one of the occasions when the Audit and Finance Committee meets with the auditors, no one from Executive Management may be present.
In 2020, the Committee held four meetings. Issues covered at the meetings included capital structure and financing issues, financial reporting including a review of future regulations and their potential impact on Castellum; a survey of the decision-making process as regards investments; internal control and risk management; the impartiality, independence and work of the auditors; policy development and feedback from the whistleblower service. Operational issues were also thoroughly examined. In 2020, the Committee dealt with issues linked to the ongoing coronavirus pandemic, including an orientation on how the pandemic could impact both tenants’ and Castellum’s financial positions. In addition, the Audit and Finance Committee held individual meetings during the year with compliance and auditors without the presence of management.