Audit committee

The Audit Committee is appointed annually by the Board of Directors and is a body within the Board.

Members

Committee members are Joakim Westh, (Chairman), Andrew Cripps and Wenche Rolfsen.

Committee’s duties

Although the Audit Committee’s work is primarily of a preparatory and advisory nature, the Board of Directors delegates decision-making authority on specific issues to the Committee. The Committee is responsible for monitoring the Company and its subsidiaries’ accounting and financial reporting processes as well as, in respect of the financial reporting, the efficiency of the internal controls, internal audit and risk management.

The Committee is also to review and monitor the impartiality and independence of the auditors. The Committee’s responsibilities are to large extent set by the EU Audit and Auditor Regulation, which includes responsibility for the audit selection procedure and otherwise to assist the Nominating Committee in preparing proposals regarding election of auditors and recommendations on audit fees. It also keeps itself informed regarding the audit of the annual report and consolidated accounts. In conjunction with the Audit Committee’s review of the financial reporting, the members of the Committee also discuss accounting issues relating to the Company’s financial reporting. The Committee also establishes guidelines by which services other than auditing may be secured from the Company’s auditors. The Audit Committee also discusses other important issues relating to the Company’s financial reporting and reports its observations to the Board.

In consultation with committee members, the Chairman of the Audit Committee is to decide where and how frequently the committee is to meet.

Committee’s work 2016

A total of eight meetings were held in 2016, of which three were related to the audit tender process. The Company’s auditor, as well as the head of the Internal Audit, participated in all of the meetings of the Audit Committee in 2016 and, at two of these meetings, also met with the committee without the presence of the management of the Company.

According to EU Audit and Auditor ­Regulation1), Swedish Match was obliged to initiate an audit tender process during 2016. According to the Regulation the Audit Committee is responsible for the selection procedure and the tender process. The ­proposal to the shareholders at the Annual General Meeting 2017 for the appointment of auditors will include a recommendation and preference made by the Audit ­Committee.

1) Regulation (EU) no 537/2014 of the European Parliament and of the Council on specific requirements regarding statutory audit of public-interest entities (the “Regulation”) and applicable transitional rules regarding appointment of auditors.