a. Roxanne S. Austin
b. Sir Peter L. Bonfield
c. Nora Denzel
d. Alexander Izosimov
e. Leif Johansson
f. Ulf J. Johansson
g. Kristin Skogen Lund
Item 9.4 Fees payable to the auditor
The Nomination Committee proposes, like previous years, that the auditorfees bepaid against approved account.
Item 9.5 Election of auditor
The Nomination Committee proposes that the company should have oneregisteredpublic accounting firm as auditor and that PricewaterhouseCoopers AB beappointed auditor for the period as of the end of the Annual GeneralMeeting2013 until the end of the Annual General Meeting 2014.
Item 10 Guidelines for remuneration to Group ManagementThe Board of Directors proposes that the Annual General Meeting resolve onthefollowing guidelines for remuneration to Group Management for the period uptothe 2014 Annual General Meeting. Compared to the guidelines resolved by the2012 Annual General Meeting, these guidelines have been amended to enableconsecutive time limited arrangements according to the third paragraph.Further,information on estimated costs for variable remuneration has been removedfromthe guidelines and is instead appended to the proposal.
Guidelines for remuneration to Group Management
For Group Management consisting of the Executive Leadership Team, includingthePresident and CEO, total remuneration consists of fixed salary, short- andlong-term variable remuneration, pension and other benefits.
The following guidelines apply for the remuneration to the ExecutiveLeadershipTeam:
* Variable remuneration is through cash and stock-based programs awarded against specific business targets derived from the long term businessplan approved by the Board of Directors. Targets may include financialtargets at either Group or unit level, operational targets, employee engagementtargets and customer satisfaction targets.
* All benefits, including pension benefits, follow the competitivepractice in the home country taking total compensation into account. The retirementage is normally 60 to 65 years of age.
* By way of exception, additional arrangements can be made when deemed necessary. An additional arrangement can be renewed but each such arrangement shall be limited in time and shall not exceed a period of36 months and twice the remuneration that the individual concerned wouldhave received had no additional arrangement been made.
* The mutual notice period may be no more than six months. Upontermination of employment by the Company, severance pay amounting to a maximum of 18months fixed salary is paid. Notice of termination given by the employee dueto significant structural changes, or other events that in a determiningmanner affect the content of work or the condition for the position, isequated with notice of termination served by the Company.
+-------------------------------------------------------------------------+|Appendix to proposal on Guidelines for remuneration to Group Management. || ||Details of our Remuneration Policy and how we deliver on our policy and ||guidelines, including information on previously decided long term ||variable remuneration that has not yet become due for payment, can be ||found in the Remuneration Report and in Note C28, "Information regarding ||Members of the Board of Directors, the Group Management and Employees" in||the annual report 2012. || ||With the current composition of the Executive Leadership Team, the ||Company's cost during 2013 for variable remuneration to the Executive ||Leadership Team can, at a constant share price, be estimated to amount to||between 0 and 200 percent of the aggregate fixed salary cost, all ||excluding social security costs. |+-------------------------------------------------------------------------+
