Board Committees

The Board of Directors has established a Remuneration Committee and an Audit Committee.

Remuneration Committee

The Remuneration Committee consists of Joel Citron (Chairman), Sandra Urie and Ian Livingstone. Among its duties, the Committee shall prepare the following items for decision by the Board: 

  • Salary, other compensation and also pension benefits of the CEO;
  • Salary, other compensation and pension benefits of the Executive Chairman;
  • the Company’s policy on remuneration and other terms of employment for senior management; and
  • Stock option plans and similar arrangements as well as other reward or compensation forms intended to be directed to a wider circle of persons employed within the group.

The Committee shall also monitor and evaluate programmes for variable remuneration, both ongoing and those that have ended during the year, for senior management. Further, the Committee shall monitor and evaluate the application of the guidelines for remuneration, as well as the current remuneration structures and levels in the company. 

Audit Committee

The Audit Committee consists of Joel Citron (Chairman), Sandra Urie and Mimi Drake. The Committee’s duties include:

  • Be responsible for the preparation of the Board’s work with regard to the quality of financial reporting and the appropriateness of processes for the management of business risk of the company and the group;
  • Monitor the company´s financial reporting and assist the Board in ensuring the effectiveness of the company’s internal control, internal audit and risk management;
  • On a current basis meet with the auditors of the company and inform itself about the statutory audit and the focus and scope of the audit and discuss the coordination between the external and the internal audit as well as the view on the risks in the company;
  • Establish guidelines for which services other than audit services that the Company may purchase from the auditors and review and monitor the impartibility and independence of the auditors of the company and in conjunction therewith pay special attention to whether the auditor provides the company with services other than auditing services; and
  • Evaluate the audit work and inform the Nomination Committee of the company, of the result of the evaluation.

The Audit Committee shall also organise a selection procedure for the preparation of recommendations of auditors to the Nomination Committee when such selection procedure is required under, and in such event in accordance with, applicable rules, and otherwise assist the Nomination Committee in its preparation of proposal of auditors and remuneration for the audit work. 

Compliance Committee

The Compliance Committee consists of Joel Citron (Chairman), Sandra Urie and Mimi Drake.
The compliance committee review and enhance compliance processes and procedures. The work includes interacting with the internal compliance officers responsible for day-to-day oversight. Reviews regarding general regulations such as AML and EU governance laws.  In addition, the committee overview jurisdictional compliance in markets where Evolution offers its services.

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