Board of Directors

Board of Directors

The Board of Directors is charged with the organization of the company and management of the company's operations. The Board shall also issue guidelines and instructions to the CEO. In addition, the Board shall ensure that the company's organization in respect of accounting, management of funds and the company's financial position in general includes satisfactory control.

The Board has adopted work procedures for its internal activities that contain rules pertaining to the number of Board meetings, matters to be handled at regular meetings of the Board and duties incumbent on the Chairman.

The Board has also issued written instructions specifying when and how information required to enable the Board to evaluate the company's and Group's financial position should be reported to the Board, as well as the distribution of duties between the Board and the CEO.

The duties of the Board are partly exercised through its Audit Committee, Remuneration Committee and Volvo CE-committee. 

The external auditors report their findings to the full Board once a year.

Members of the board of directors

Carl-Henric Svanberg
Carl-Henric Svanberg

Chairman of the Board

Lars Ask
Lars Ask

Employee representative

Mats Henning
Mats Henning

Employee representative

Camilla Johansson
Camilla Johansson

Employee representative

Mari Larsson
Mari Larsson

Employee representative

Independence requirements

The Board of Directors of AB Volvo must meet independence requirements pursuant to the Swedish Corporate Governance Code ("the Code"). Further, the Audit Committee must meet independence requirements pursuant to the Swedish Companies Act. Below follows a short description of the independence requirements.

The independence requirements mainly state that only one person from the company's management may be a member of the Board, that a majority of the Board members elected by the General Meeting shall be independent of the company and the company management and that at least two of the Board members elected by the General Meeting who are independent of the company and the company's management shall also be independent of the company's major shareholders.

In addition, the Code demands that a majority of the members in the Audit Committee shall be independent of the company and the company management and that at least one of the members who is independent of the company and the company management shall also be independent of the company's major shareholders.

According to the Swedish Companies Act, the members of the Audit Committee may not be employees of the company and at least one member of the Audit Committee shall be independent of the company, the company management and the company's largest shareholders and shall have accounting and auditing expertise.

With regard to the Remuneration Committee, the Code sets the requirement that members of the Remuneration Committee, with the exception of the Board Chairman if a member of the Remuneration Committee, shall be independent of the company and company management.

Control over financial reporting

The organization of the internal control over financial reporting

Volvo has had internal control processes for a long time.

Volvo applies internal control principles introduced by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The COSO principles consist of five interrelated components. The components are: control environment, risk assessment, control activities, information and communication and follow-up/supervision.

Volvo has had a specific department for internal control since 2005. The aim of the Internal Control function is to provide support for management groups within business areas, so that they are able to continuously provide good and improved internal controls relating to financial reporting. The Audit Committee is informed of the result of the work performed by the Internal Control function within Volvo with regard to risk, control activities and follow-up on the financial reporting.

Volvo also has an Internal Audit function with the primary task of independently verifying that companies in the Group follow the principles and rules that are stated in the Group's directives, policies and instructions for financial reporting. The head of the Internal Audit function reports directly to the CEO, the Group's CFO and the Audit Committee.

For more information, read under the heading "Internal control over financial reporting" in the Corporate Governance Report.

Committees

Audit Committee

Audit Committee consists of three members appointed by the Board. The current members of the Audit Committee are:

• Hanne de Mora, Chairman

• Helena Stjernholm

• Eric Elzvik

Remuneration Committee

The Remuneration Committee consists of three members appointed by the Board. The current members of the Remuneration Committee are:

• Carl-Henric Svanberg, Chairman

• Matti Alahuhta

• James W. Griffith

• Mikael Sällström

Business Area Committee

The Business Area Committee consists of seven members, all appointed by the Board. The current members of the Business Area Committee are:

• Carl-Henric Svanberg, Chairman

• Matti Alahuhta

• James W. Griffith

• Helena Stjernholm

• Eckhard Cordes

• Mari Larsson

• Lars Ask