Swedish Code ofCorporate GovernanceA Proposal by the Code Group

Stockholm 2004

Foreword

This document presents a proposal for a Swedish code of corpo-rate governance.

A special working group called the Code Group has developedthe code as a joint effort of the Government Commission onBusiness Confidence and the following bodies and organisationsin the business sector: FAR (the institute for the accountancyprofession in Sweden), the Swedish Industry and CommerceStock Exchange Committee (Näringslivets börskommitté, NBK),the Stockholm Stock Exchange, the Stockholm Chamber ofCommerce (Stockholms Handelskammare), the SwedishBankers’ Association (Svenska Bankföreningen), Swedish Secu-rities Dealers Association (Svenska Fondhandlareföreningen),Confederation of Swedish Enterprise (Svenskt Näringsliv), theSwedish Shareholders’ Association (Sveriges AktiespararesRiksförbund) and the Swedish Insurance Federation (SverigesFörsäkringsförbund).

Participants from the Commission on Business Confidence wereits chairman Erik Åsbrink, who also chaired the Code Group,Marianne Nivert and Bengt Rydén. Participants from the busi-ness community were Claes Dahlbäck, Karin Forseke, Lars-ErikForsgårdh, Kerstin Hessius, Arne Mårtensson and Lars Otter-beck. Rune Brandinger and Eva Halvarsson participated as ad-junct members. Rolf Skog and Per Thorell contributed as ex-perts. The Secretariat was composed of Per Lekvall, Secretary,and Mårten Steen, Assistant Secretary from October to Novem-ber 2003, when he was succeeded by Björn Kristiansson.

The Code Group met eight times between October 2003 andApril 2004. The Commission’s reference group has met severaltimes to discuss the code at various stages of its development.Three external reference meetings were held: one with a groupof company lawyers, one with accounting and auditing expertsand one with representatives of the major Swedish institutionalowners.

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The proposed code is intended to be circulated for comments bythe parties concerned and widely discussed and debated in thebusiness community and society in general. All interested partiesare invited to make comments and propose improvements. In au-tumn 2004 these comments and proposals will be reviewed andwill compose the basis of the code’s final form. The aim is thatthe code can then be put into practice beginning in 2005.

Stockholm, April 21, 2004

Erik Åsbrink

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Contents

Foreword . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

Contents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

I. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

1 A Swedish Code of Corporate Governance. . . . . . . . . . 71.1 The Code’s Aim and Fundamental Values . . . . . . . . . . 81.2 Target Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91.3 Code Form and Content . . . . . . . . . . . . . . . . . . . . . . . . 101.4 Comply or Explain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

2 The Swedish Corporate Governance System in an International Context . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

2.1 The Anglo-American versus the Continental EuropeanModel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

2.2 The Swedish Corporate Governance Model . . . . . . . . . 14

II. The Owners’ Role and Responsibility . . . . . . . . . . . . 19

III. Rules for Corporate Governance . . . . . . . . . . . . . . . . 21

1 The Shareholders’ Meeting . . . . . . . . . . . . . . . . . . . . . . 211.1 Notice of Shareholders’ Meeting . . . . . . . . . . . . . . . . . . 211.2 Distance Participation in Shareholders’ Meetings . . . . . 231.2 Board, Management and Auditor Attendance at

Shareholders’ Meetings . . . . . . . . . . . . . . . . . . . . . . . . . 231.3 Conducting the Shareholders’ Meeting . . . . . . . . . . . . . 231.4 Minutes of the Shareholders’ Meeting . . . . . . . . . . . . . . 24

2 Appointing the Board and the Auditor . . . . . . . . . . . . . . 252.1 Nomination Committee . . . . . . . . . . . . . . . . . . . . . . . . . 252.2 Directors’ Selection and Fees . . . . . . . . . . . . . . . . . . . . 262.3 Evaluating the Board.. . . . . . . . . . . . . . . . . . . . . . . . . . . 282.4 Auditor’s Selection and Fees . . . . . . . . . . . . . . . . . . . . . 292.5 Evaluating the Audit Process . . . . . . . . . . . . . . . . . . . . . 30

3 The Board of Directors. . . . . . . . . . . . . . . . . . . . . . . . . . 303.1 The Role of the Board of Directors . . . . . . . . . . . . . . . . 30

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3.2 Size and Composition of the Board . . . . . . . . . . . . . . . . 313.3 The Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 343.4 The Chair of the Board of Directors . . . . . . . . . . . . . . . . 353.5 The Work of the Board of Directors . . . . . . . . . . . . . . . . 373.6 The Board of Directors and Financial Reporting . . . . . . 393.7 The Board and Internal Control and Internal Auditing . . 403.8 The Board-Auditor Relationship. . . . . . . . . . . . . . . . . . . 41

4 Senior Management. . . . . . . . . . . . . . . . . . . . . . . . . . . . 424.1 The Managing Director’s Duties. . . . . . . . . . . . . . . . . . . 424.2 Appointment of the Managing Director . . . . . . . . . . . . . 434.3 Senior Management Remuneration . . . . . . . . . . . . . . . . 43

5 Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 455.1 The Auditors’ Duties. . . . . . . . . . . . . . . . . . . . . . . . . . . . 45

6 Corporate Governance Report. . . . . . . . . . . . . . . . . . . . 46

Appendix Summary of the Code’s Information Requirements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49

1 Implementing the Code . . . . . . . . . . . . . . . . . . . . . . . . . 492 Information in the Annual Report . . . . . . . . . . . . . . . . . . 493 Corporate Governance Report Contents . . . . . . . . . . . . 504 Web Site Information on the Shareholders’ Meeting . . . 53

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I. Introduction

Corporate governance, or bolagsstyrning in Swedish, deals withthe manner in which companies are to be run to meet the own-ers’ required return on invested capital and thus contribute toeconomic growth and efficiency in society.

The present-day concept of corporate governance emerged inthe United States in the mid-1980s as a reaction by some institu-tional owners to high-handed and self-willed company managers.In Europe, it first gained widespread attention in the early 1990sin connection with a number of high-profile company scandals,chiefly in the United Kingdom, which led to the Cadbury Report in1992. Since then, the concept has evolved rapidly, with the resultthat corporate governance codes with varying degrees of officialsanction have been drawn up in a number of European countriesand other parts of the world. In Scandinavia, similar codes havebeen issued in Denmark, Finland and Norway. In 1999 theOECD published its Principles for Corporate Governance, whichhave recently been updated, and the EU has been working ac-tively in this area for several years.

1 A Swedish Code of Corporate Governance

In Sweden, corporate governance issues have been high on theagenda for more than a decade. In the latter part of the 1980s,the Commission on Ownership and Influence in Swedish Busi-ness (Ägarutredningen) conducted an exhaustive inquiry into is-sues that today fall under the heading of corporate governance.Since then the Swedish debate on corporate governance has in-tensified. A gradual revision of the Swedish Companies Act hasbeen under way since 1990 as part of the work of the CompaniesAct Committee (Aktiebolagskommittén). In 1993 the SwedishShareholders’ Association (Sveriges Aktiesparares Riksförbund)published Sweden’s first ownership policy, a compilation ofguidelines on how the owners’ role should be exercised. It hassubsequently been followed by a large number of similar compi-

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lations, and the majority of the larger Swedish institutional own-ers now have their own shareholder policy. In 2003, the SwedishAcademy of Directors (StyrelseAkademien) issued its Guidelinesfor Good Board Practice, a comprehensive compilation of bestpractice for boards of directors of Swedish companies. TheSwedish self-regulating bodies in the area, principally the Stock-holm Stock Exchange, the Swedish Industry and CommerceStock Exchange Committee (Näringslivets Börskommitté, NBK);and the Securities Council (Aktiemarknadsnämnden) have beenincorporating several regulations on key corporate governanceissues into their regulatory systems.

However, no comprehensive and broadly accepted code for thegovernance of Swedish public companies has yet been drawnup. In its analysis of issues of general confidence in the businesssector, the Commission on Business Confidence has identifiedinadequate corporate governance as a contributing factor in quitea number of confidence-shaking events. Therefore, in the springof 2003 the Commission began work to develop a Swedish codeof corporate governance. Simultaneously, discussions to thesame end were being held in the business community. Given thissituation the Commission took the initiative to co-operate with thebusiness community in drawing up a national code of Swedishcorporate governance. This led to the formation of the joint work-ing group called the Code Group, with participation by both mem-bers of the Commission and representatives of the businesscommunity.

1.1 The Code’s Aim and Fundamental Values

The initiative to develop the code is based on the view held byboth the Commission and the Code Group that Swedish corpo-rate governance needs to be improved and that a generally ac-cepted code, presenting a comprehensive picture of bestSwedish practice in the area, can help bring about such an im-provement. The larger listed companies, by being the first to im-prove their corporate governance, will serve as examples andmodels for other types of companies.

The code is intended to form part of self-regulation in the busi-ness sector. Its general aim is to help improve the governance ofSwedish companies. This, in turn, will promote public confidencein the functioning of the business sector. A second important aim

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is to enhance the understanding and confidence of foreign in-vestors and other actors in the international capital markets inSwedish corporate governance and thus promote the Swedishbusiness sector’s access to foreign risk capital.

A code for self-regulation must rest on the existence of a com-mon value system among those to whom the regulation applies.Some key principles underlying the Code Group’s work havebeen:

• to create good conditions for shareholders to exercise an ac-tive and responsible ownership role,

• to create a sound balance of power between the owners, theboard of directors and the executive management, which en-ables shareholders to assert their interests in all aspects ofcorporate governance,

• to create a clear division of roles and responsibilities betweenthe various governing bodies,

• to uphold the principle of equal treatment of shareholders inthe Swedish Companies Act, not least in companies with oneor a few controlling shareholders at the side of a broadly dis-persed shareholding, which is a common ownership structureamong companies listed on the Swedish stock market; and

• to create transparency towards shareholders, the capital mar-ket and society in general.

1.2 Target Group

The code is written primarily for Swedish companies listed on theStockholm Stock Exchange or an authorised market place. How-ever, for the most part it should also be relevant to other types ofcompanies with a diverse ownership or public interest, such asco-operatives and state- and municipally owned companies, aswell as many larger privately owned companies. The extent towhich such companies are to apply the code is a matter for theirowners to decide.

Certain rules in the code may appear to be less relevant or toocostly for smaller listed companies.

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1.3 Code Form and Content

The code deals with the decision-making system by which theshareholders directly and indirectly govern the company. This isexpressed in a number of rules on the organisation and workingmethods of individual company governance bodies and the inter-action between these bodies. In addition there are guidelines onreporting to shareholders, the capital market and the generalpublic,

The performance of the audit function per se, as well as issuesthat concern how the stock market functions, are not discussedas these matters have not been considered part of the corporategovernance concept. Nor are the company’s relations to outsidestakeholders such as customers, employees or the general pub-lic discussed other than in very general terms. This does notmean that these issues are considered less important to thecompany. On the contrary, they are in general crucial to the com-pany’s success and survival. However, they are primarily an ex-ecutive management responsibility and thus for the most part lieoutside the scope of corporate governance issues.

The rules in the code are designed as directions for the companyor, if the company is part of a group, for the group, without thisbeing explicitly stated. Most of the rules apply to the work of theboard of directors, but in some cases they are addressed to theshareholders’ meeting, the auditors or the top management.Within the framework of applicable law and the company’s arti-cles of association, the shareholders’ meeting is sovereign to de-cide on all matters it considers appropriate.

Some of the rules in the code are expressed in terms preciseenough to make it possible to establish with reasonable certaintythe extent to which they are observed. Other rules have more thecharacter of guidelines and good intentions. They lack the preci-sion required to be able to follow up on them exactly. The reasonfor including such rules is the code’s aim not only to define whatis acceptable corporate governance practice, but also to serve asa source of inspiration and a lodestar for companies to improvetheir corporate governance. Much of what is generally consid-ered part of corporate governance has more the nature of atti-tudes and common patterns of behaviour than precisely definedrules and regulations.

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1.4 Comply or Explain

The basis of Swedish corporate governance is the SwedishCompanies Act and its equivalents for public limited companieswith specially regulated activities. The code contains a number ofrules and guidelines that in many cases are more ambitious thanthe law requires. This is an important advantage of self-regula-tion compared with legislation: the ability, on individual issues, toset higher standards – standards that not all companies couldreasonably be expected to achieve on every occasion.

A company that follows the code may deviate from individualrules, but then this deviation must be warranted under the princi-ple “comply or explain”. This model has been successfully usedin most corporate governance codes developed in the past tenyears. Throughout the rules presented in the code, the wording‘is to’ is used to leave no doubt that all the deviations from therules are to be explained.

The code directs companies following the code to attach a sepa-rate corporate governance report to their annual report and topost the corresponding information to their web site. In the corpo-rate governance report, the company is to declare that it is apply-ing the code and briefly describe how this is done. If the compa-ny deviates from individual rules it is to state this, and the rea-sons for each deviation must be clearly explained. However, theaim is not only for the companies to check off the various coderequirements but also to act in accordance with the spirit and in-tentions of the code.

For companies listed on the stock market, the market will decideif the reasons for any deviation are acceptable or not. If they ap-pear well-founded and reasonable, the deviation will probably nothave any detrimental consequences for the company. If not, thecompany could suffer from negative publicity as well as a loss ofconfidence on the capital market.

For other types of companies applying the code, the owners willhave to decide how reported deviations are to be handled.

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2 The Swedish Corporate Governance System inan International Context

2.1 The Anglo-American versus the Continental Euro-pean Model

In descriptions of different corporate governance systems froman international perspective, a distinction is often made betweenthe systems in the United States and the United Kingdom on oneside and in the major countries in continental Europe, particularlyGermany, on the other side. It can reasonably be argued thatcorporate governance systems, even in the same country, differfrom one company to another in several respects, but there arealso more or less systematic differences between countries. Animportant dividing line is usually thought to run between Anglo-American and continental European countries.

One difference, often highlighted in this context, is the ownershipstructure. Simply put, the large listed companies in the UnitedStates and the United Kingdom have for a long time had a moredispersed ownership, while the ownership structure in continentalEuropean countries is in many instances more concentrated inthe sense that there are typically one or a few principal owners inthe company.

A second difference concerns the incidence of public takeoverbids on the stock market. In the American and British businesssectors, takeover bids have been common for several decadesand the market for corporate control is viewed by many as an im-portant feature of the corporate governance system. In Germanyand several other continental European countries, takeover bidsoccur considerably less frequently and in any event, are not gen-erally viewed as a natural component of the corporate gover-nance system.

A third, and in this context more important difference, concernsthe companies’ corporate governance structure. A common,though somewhat simplified description, is that in Anglo-Ameri-can countries a one-tier governance model applies whereas incontinental European countries, there is a two-tier model.

One characteristic of the one-tier model is that there is only onegovernance body in the company. In Great Britain, the compa-ny’s highest decision-making body, the shareholders’ meeting,

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appoints the board of directors, which is responsible for the com-pany’s governance. The board’s mandate is decided entirely bythe shareholders’ meeting, with the company’s articles of associ-ation as its basis, and the law does not contain any further regu-lations on the board’s duties. There is no separate executiveboard. Thus in practice, the board also has an executive func-tion, the responsibility for which normally rests with the managingdirector, who is appointed by the board.

Traditionally directors in British listed companies have been re-cruited mostly from the company’s management, in which casethey are called executive directors. However, on this point thecorporate governance debate has resulted in a gradual tighten-ing of the rules and regulations and a change in practice. Todaythe British corporate governance code (the Combined Code) pre-scribes that a majority of the members of the board of directorsare to be non-executives, that is, they must not be part of the ex-ecutive management of the company.

In the United Kingdom, employees have no legislated right toboard representation.

The two-tier governance model, of which the German system isthe most often cited, divides the governance function betweentwo governing bodies – a supervisory board (Aufsichtsrat) and amanagement board (Vorstand).

The shareholders’ meeting is the company’s highest decisionmaking body. The meeting appoints the Aufsichtsrat which, inturn, appoints the Vorstand. However, the power of the share-holders’ meeting to influence the governing bodies’ activitiesthrough directions and guidelines is extremely limited. Further-more, there is a strict division of functions between the Aufsicht-srat and the Vorstand. The key governing body is the Vorstand,which is responsible for looking after the administration of thecompany. The Aufsichtsrat supervises the work of the Vorstandand may only intervene in the direct management of the compa-ny in a very limited way. In addition the law forbids the same per-son to sit on both boards.

German law also includes extensive regulations on employees’representation on the company’s boards. In companies with atleast 500 employees, a third of the directors on the Aufsichtsratare to be appointed by the employees; in companies with more

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than 2000 employees, the employees appoint half of the direc-tors. Employees have no right to representation on the Vorstand.

2.2 The Swedish Corporate Governance Model

The Swedish corporate governance model lies somewhere in be-tween the Anglo-American and the continental European modelsin several respects.

The ownership structure of most of the listed Swedish companiesis closer to that found in continental Europe than to that of largeAmerican and British listed companies. Many companies indeedhave a relatively large number of owners, but the majority ofcompanies have one owner or a group of owners whose share-holdings and number of votes in effect give them a controllingownership position. Only a small number of Swedish listed com-panies lack a controlling owner.

However, the existence of powerful shareholders in Swedishcompanies has not hindered the growth of a very active Swedishmarket for corporate control. In this respect, Sweden is more likethe United States and Britain than like continental Europe.Takeover activities on the Swedish stock market tend to be high-er than in the United Kingdom, for example.

Swedish company law has its historical roots in German law. Stillthe governance structure laid out in Swedish law does not bearany resemblance to the two-tier form of governance. The pre-scribed form of governance is basically closer to the British one-tier model, as will be seen later in this text.

The company’s highest decision-making bo The shareholders’meeting elects the company’s board of directors, who, in turn,appoint the company’s managing director. The meeting has addi-tional obligations, such as adopting the company’s balance sheetand profit and loss account, deciding on the allocation of theprofits from the company’s activities and making decisions ondischarge from liability for members of the board and the manag-ing director. The shareholders’ meeting also elects the compa-ny’s auditors. When necessary, the shareholders’ meeting maydecide to increase or decrease share capital. The meeting mayalso change the articles of association.

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As a rule, each shareholder in attendance at the shareholders’meeting has the right to vote for all shares owned. A regulationproviding, for example, that each shareholder may only vote for acertain number of shares may be put in the articles of associa-tion, but in practice such restrictions on voting rights are very un-common.

The main voting rights provision in Swedish law is that all shareshave equal rights in the company. However, the law permits pro-visions in the articles of association to distinguish between differ-ent types of shares on such matters as number of votes pershare. However, a share in a company may not have more thanten times the number of votes of any other share in the samecompany. Such differentiation in voting rights currently can befound in about half of the Swedish stock market companies. Inpractically all of these companies, the difference in the number ofvotes per share is 1:10.

The decisions of the shareholders’ meeting are generally takenwith a simple majority of the votes cast. However, mostly for theprotection of minor shareholders, especially shareholders withreduced voting rights, the law requires that certain decisions areto be taken with a qualified majority of both the votes cast and ofthe shares represented at the meeting. In addition there is a gen-eral rule for the protection of minority shareholders prescribingthat the shareholders’ meeting may not make a decision thatmight give undue advantage to some shareholders (or to thirdparties) to the disadvantage of the company or other sharehold-ers.

On issues concerning the company’s form of governance, a di-viding line now runs between public and private companies. Sim-ply put, the law imposes stricter requirements on the first-namedcategory. Only that category is of interest in the present context.

By law, there is to be a board of directors of at least three mem-bers in all public limited companies. During its term, the boardhas unlimited responsibility for the company’s organisation andthe management of the company’s affairs. The extensive deci-sion-making authority thus assigned the board is limited only bythe exclusive decision-making powers of the shareholders’ meet-ing in certain matters, among them, the power to choose theboard of directors and the auditors, adopt the balance sheet and

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profit and loss account, increase and decrease share capital andchange the articles of association, as previously mentioned .

Still the directors are obliged in their governance to comply withspecial directions given by the shareholders’ meeting, providedthat the directions are not in conflict with the law or the articles ofassociation. However, in practice such directions are very un-common.

In addition to the board, there is to be a managing director ap-pointed by the board in all public limited companies. The manag-ing director is responsible for the company’s day-to-day manage-ment but, unlike the two-tier model, the Swedish managing direc-tor is subordinate to the board. The managing director is obliged,under the law and articles of association, to follow instructionsfrom the board on how routine management measures are to behandled or decided. The board may also decide on matters thatare part of the day-to-day management but must not interferewith the day-to-day operations to such an extent that the manag-ing director in reality may no longer be considered to have thatposition.

Directors are elected by the shareholders’ meeting in accordancewith customary majority rules. The law does not guarantee a mi-nority shareholder of a certain size any right to representation onthe board.

Under special legislation, employees have the right to represen-tation on the board of major Swedish companies. In companieswith 25 employees or more, employees have the right to appointtwo representatives to the board, along with two deputy mem-bers; in companies with activities in several branches and atleast 1000 employees, they have the right to appoint three repre-sentatives and three deputies. However, the number of employ-ee directors may never exceed the number of other directors.

In a typical Swedish listed company, several persons connectedto one or more of the controlling shareholders are included onthe board. In addition to the managing director, who may or maynot be member of the board, and the employee representatives,the board of a Swedish company typically is entirely composedof “non-executive” directors. Thus, as a rule the managing direc-tor is the only director on the board chosen at the shareholders’meeting who is also a part of the company’s management team.

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In this respect Swedish companies differ markedly from Britishcompanies, for example.

In the event that the shareholders’ meeting does not appoint thechair of the board, the board is to appoint one of its own mem-bers to the chair, who is responsible for directing the boards’work. The law does not permit the managing director to chair theboard in public companies.

Each public limited company is also to have one or more auditorswhose task is to examine the company’s annual accounts andaccounting practices and to review management of the companyby the board and the managing director.

The main purpose of the audit originally was to safeguard share-holders’ interests by examining the work of the company’s boardand management. Now the auditor is considered to have an obli-gation also to protect the interests of other “stakeholders” in thecompany, such as employees, creditors and capital market ac-tors.

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II. The Owners’ Role andResponsibility

A dynamic and competitive business sector requires a well-func-tioning capital market through which savings in the form of loancapital and risk capital are channelled to companies for invest-ment.

Owners that take responsibility for the firm’s development and forthe development of the business sector are an important elementof an efficient market economy. Shareholders are responsible forproviding risk capital to the economy, but they also contribute toefficiency and regenerative capacity in individual firms, and in thebusiness sector generally, by exercising influence via the share-holders’ meeting as well as by buying and selling shares.

A dynamic business sector requires a diverse ownership with dif-ferent investment aims, time horizons and risk propensity. A well-functioning market for corporate control also promotes a dynamicbusiness sector.

Shareholders with large holdings in stock market companiesshould make use of the shareholders’ meeting to exercise influ-ence in the company, for example, through the election of thecompany’s board of directors, and to have a well thought-out pol-icy on how to exercise the ownership role in the company.Shareholders’ active participation in the shareholders’ meetingspromotes a sound balance of power between owners, the boardof directors and company management.

Shareholders with large holdings in stock market companieshave a special responsibility not to abuse their power to the detri-ment of the company or other shareholders. Shareholders with aminority interest have a responsibility not to abuse their minorityrights to the detriment of the company or other shareholders.

Institutional owners, typically pension funds, life insurance com-panies, mutual funds, investment companies and others, shouldmake their ownership policy public and so inform investors oftheir investment philosophy and the principles followed in exer-

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cising the voting rights attached to the shares. They are also toprovide information about conflicts of interest, if any, that mightaffect the exercise of ownership functions. Investors should haveeasy access to information on how the voting rights have beenexercised in each instance.

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III. Rules for CorprorateGovernance

The corporate governance rules in the code consist of text atthree levels. The first level immediately under a heading, dis-played in italics, gives the overall principle or the larger context inwhich the section’s rules are to be understood. This text containsno rules. The next level, displayed in bold, is composed of therules; any deviations from these rules are to be explained. Thethird level, with no special style marks, provides an explanationor guidance for the rule just stated but does not constitute rules.

1 The Shareholders’ Meeting

Shareholders’ influence in the company is exercised at theshareholders’ meeting, which is the company’s highest decision-making body.

The shareholders’ meeting should be held at such a time andplace that as high a percentage as possible of the total numberof shares and votes can be represented at the meeting.

The shareholders’ meeting should be conducted in a manner thatdoes not impede active participation on the part of those share-holders present in discussing and deciding the items listed on themeeting’s agenda.

1.1 Notice of Shareholders’ Meeting

1.1.1 At least six months before the annual general sharehold-ers’ meeting, and as soon as the board of directors hasdecided to hold an extraordinary shareholders’ meeting,the company is to announce the time and location of themeeting. The information is to be posted to the compa-ny’s web site at the same time that it is announced.

1.1.2 The company on its web site is to provide timely infor-mation on the shareholders’ right to have a matter con-sidered at the shareholders’ meeting, to whom such a re-

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quest is to be made and by what time the request mustreach the company in order to guarantee its inclusion inthe notice of meeting and thus be discussed at the meet-ing.

Under the law, every shareholder has the right to have a mat-ter considered at the general or extraordinary shareholders’meeting if the shareholder submits a written request to theboard within the time prescribed by law.

1.1.3 The company, in the notice of shareholders’ meeting, isto aim to give shareholders relevant, clear and intelligi-ble information on the matters to be considered. The no-tice of meeting is to be posted on the company’s website.

By law, the notice to attend the annual general shareholders’meeting is to be issued no sooner than six weeks and no lat-er than four weeks before the meeting. The same rule ap-plies to the notice to attend an extraordinary shareholders’meeting at which the question of changing the articles of as-sociation will be considered. For other extraordinary share-holders’ meetings, the notice of meeting is, by law, to be is-sued no sooner than six weeks and no later than two weeksbefore the meeting. The notice of meeting is, by law, to in-clude a proposed agenda for the meeting that clearly statesthe matters to be considered. The items on the agenda are tobe numbered. Matters that are not customary are to be ex-plained in detail.

1.1.4 If, before the shareholders’ meeting, the company hasobtained a statement from the Securities Council of im-portance to the company’s shareholders concerning cer-tain matters to be discussed at the meeting, this is to bemade clear in the notice of meeting. The statement, orthe principal contents of the statement, are to be postedon the company’s web site.

1.1.5 The board’s proposals on decisions to be taken at theshareholders’ meeting are to be made available to share-holders at the company and posted on the company’sweb site as soon as possible, but at least two weeks be-fore the meeting. Proposals for decisions put forward byshareholders are to be made available at the companyand posted on the company’s web site. The notice ofmeeting is to state that the proposals are posted on the

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company’s web site or may be ordered without cost bythe shareholder.

1.1.6 Shareholders are to be given the opportunity to registerto attend the shareholders’ meeting in several ways, in-cluding registration by e-mail.

1.2 Distance Participation in Shareholders’ Meetings

1.2.1 Before each shareholders’ meeting, the company is toprovide shareholders with the option of following orparticipating in the meeting from another location in thecountry or abroad, with the help of moderncommunications technology, if it is warranted by theownership structure and economically feasible.

1.3 Board, Management and Auditor Attendance atShareholders’ Meetings

1.3.1 If possible, the entire board is to be present at the annualgeneral shareholders’ meeting. At extraordinary share-holders’ meetings, a quorum of the board is to be pres-ent. The managing director and, if necessary, other sen-ior managers are to be present at the meeting. At leastone of the company’s auditors is to be present.

1.3.2 If proposals for decisions on certain matters have beenprepared by a committee of the board, the chair or an-other member of the committee is to be present at themeeting and describe and give cause for the proposalson behalf of the board.

1.4 Conducting the Shareholders’ Meeting

1.4.1 The chair of the board or another board member is not tobe chosen to chair the shareholders’ meeting.

By law, the shareholders’ meeting is to be opened by thechair of the board of directors or another person appointed bythe board, unless the articles of association direct otherwise.The meeting is then to elect someone to chair the meeting,unless prescribed otherwise in the articles of association.

1.4.2 A shareholder or a representative of shareholders, whois neither a director nor an employee of the company, is

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to be chosen to verify the minutes of the shareholders’meeting.

1.4.5 The shareholders’ meeting is to be conducted inSwedish and the material presented is to be in Swedish.Before each shareholders’ meeting, the company, basedon the ownership structure and on what is economicallyfeasible, is to consider whether the proceedings are tobe simultaneously translated in whole or in part andwhether the material presented by the company is to betranslated into another language.

1.4.6 The chair of the shareholders’ meeting is to see that theshareholders are given satisfactory opportunity to exer-cise their statutory right to ask questions at the share-holders’ meeting, as well as comment on the proposalspresented and propose changes and additions to themwithin the legislative framework before the meetingcomes to a decision.

1.4.7 The company is to have a satisfactory technical proce-dure in place to take care of voting at the meeting.

1.4.8 The majority requirements stemming from the law, thearticles of association, the rules of the Swedish Industryand Commerce Stock Exchange Committee and state-ments by the Securities Council are to be observed whendecisions at the shareholders’ meeting are made.

1.5 Minutes of the Shareholders’ Meeting

1.5.1 The minutes from the most recent annual general share-holders’ meeting and any subsequent extraordinaryshareholders’ meeting are to be posted on the compa-ny’s web site. If called for by the ownership structure,the minutes are also to be translated into a language oth-er than Swedish. The minutes are to be sent free ofcharge to shareholders who request it.

By law, the minutes from the shareholders’ meeting are to bemade available to shareholders at the company no later thantwo weeks after the shareholders’ meeting.

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2 Appointing the Board and the Auditor

Procedures for the nomination, election, remuneration and evalu-ation of directors and auditors are to be governed by the owners;the procedures are to be structured and transparent.

2.1 Nomination Committee

2.1.1 The company is to have a nomination committee thatrepresents the company’s shareholders. The sharehold-ers’ meeting is to appoint members of the nominationcommittee or to specify how they are to be appointed.

If the members of the nomination committee are not chosenat the meeting, the rule means that the decision taken at themeeting must specify the criteria to be followed when ap-pointing members of the nomination committee. The nomina-tion procedures followed should include a provision to re-place members of the nomination committee appointed intheir capacity as owners or representatives of owners if theseowners substantially reduce their share holdings.

2.1.2 The nomination committee is to have at least three mem-bers, one of which is to chair the committee. The chair ofthe board of directors may be a member of the nomina-tion committee, but is not to be its chair. Other membersof the board of directors or the managing director arenot to be members of the nomination committee.

The chair of the board of directors may not participate in thenomination committee’s handling of the nomination for thechair of the board and the proposed fee for the chair.

2.1.3 The company is to announce the names of members ofthe nomination committee at least six months before theannual general shareholders’ meeting and, if they repre-sent a particular owner, the owners’ name, as well as lat-est date for shareholders to submit proposals to thenomination committee and the procedures for doing so.The information is to be posted on the company’s website.

2.1.4 The corporate governance report is to include an ac-count of how the previous year’s nomination committeehas conducted its work. The composition of the nomina-tion committee is to be explained. If a member has repre-

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sented a particular owner, that owner’s name is to begiven. Information is to be presented on the remunera-tion of the nomination committee, if any.

2.1.5 The nomination committee is to present proposals for:

• nominations to the chair and other members of theboard of directors,

• remuneration policy for directors,

• directors’ fees, divided between the chair, other boardmembers and possible remuneration for committeework,

• auditors,

• audit fees, and

• the nomination committee’s remuneration, if any.

The nomination committee’s duty to evaluate the perform-ance of the board of directors and the auditors is explained in2.31 and 2.5.1.

2.1.6 Any proposal by the nomination committee on its ownremuneration is to be presented in the notice of theshareholders’ meeting.

2.2 Directors’ Election and Fees

2.2.1 The nomination committee’s proposal for the chair andother members of the board, proposals on terms of re-muneration for board work and proposals on the divisionof board fees among the chair, other directors and com-mittee work remuneration, if any, are to be included inthe notice of the shareholders’ meeting. A statement ofthe percentage of the total number of votes in the com-pany commanded by shareholders supporting the pro-posal is to be included in the notice of meeting. The fol-lowing information on nominees to the board of direc-tors is to be posted on the company’s web site at thesame time that the notice of meeting is issued, and sub-sequently put before the shareholders’ meeting:

• age, principal education and work experience,

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• duties in the company and principal duties in othercompanies and organisations,

• holdings of shares and other financial instruments inthe company,

• material shareholdings and part-ownership in firmswith which the company has business ties,

• if the member is considered to be independent of thecompany and of senior management as well as of ma-jor shareholders in the company. For directors notconsidered to be independent, the reasons are to bestated,

• on re-election, the year that the director was firstelected to the board, and

• other information that may be important to sharehold-ers in assessing the proposed member’s competenceand independence.

2.2.2 At the shareholders’ meeting, the chair or another mem-ber of the nomination committee is to:

• report on how the nomination committee’s work hasbeen conducted,

• present and explain the nomination committee’s pro-posals for appointments to the chair and other mem-bers of the board,

• present and explain the nomination committee’s pro-posals on terms of remuneration for board work andproposals on the division of board fees among thechair, other directors and remuneration for committeework, and

• present and explain proposals on remuneration forthe nomination committee, if any,

The report on the how the nomination procedures were fol-lowed is to cover the nomination of both board members andauditors. The nomination committee’s proposals on remuner-ation terms for the work of the board do not need the specificapproval of the shareholders’ meeting as the meeting de-cides on directors’ fees and all other remuneration for boardwork in accordance with 2.2.4. The nomination committee’s

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responsibility to present and explain proposals on auditorsand their fees is stated in 2.4.2.

2.2.3 Persons proposed for election to the board are to bepresent at the meeting, if possible, so that they can intro-duce themselves and answer questions from sharehold-ers.

2.2.4 The shareholders’ meeting is to decide on directors’fees, divided between the chair, other board membersand possible remuneration for committee work under2.2.1, if any.

Directors’ fees and other remuneration for board work maybe fixed or variable.

2.2.5 Directors are not to participate in incentive schemesaimed at top management or other employees. If such ascheme is intended solely for directors, it is to be pre-pared by the owners or the nomination committee andthe shareholders’ meeting is to decide on the scheme.

Even though the managing director is a member of theboard, he or she may participate in incentive schemes in-tended for management and employees.

2.2.6 The company’s remuneration policy for directors is to bestated in the corporate governance report. Each direc-tor’s fees and other remuneration from the company areto be reported; the information is to include all the par-ticulars stated in the rules of the Swedish Industry andCommerce Stock Exchange Committee on benefits forsenior management.

2.3 Evaluating the Board

2.3.1 The nomination committee is to evaluate the board of di-rectors.

According to 3.4.4, the chair of the board is to see that anevaluation of the work of the board is conducted. This evalu-ation should form part of the nomination committee’s evalua-tion.

2.3.1 A statement on how the evaluation of the board of direc-tors was conducted is to be presented in the corporategovernance report.

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2.4 Auditors’ Selection and Fees

2.4.1 The nomination committee’s proposals on auditors andaudit fees are to be included in the notice of the generalshareholders’ meeting. The following information on aproposed auditor, or auditor in charge and the audit firmof the auditor in charge, is to be given on the company’sweb site at the same time that the notice of meeting isannounced and subsequently presented at the share-holders’ meeting:

• the audit services performed by the auditor or the au-ditor in charge in other large companies,

• the audit services provided to companies closely re-lated to the company’s major shareholders or themanaging director,

• on re-appointment, the year that the auditor was firstappointed or became auditor in charge and the lengthof the audit firm’s engagement, and

• other information that may be important to sharehold-ers in assessing the competence and independence ofthe auditor, or auditor in charge and the audit firm ofthe auditor in charge.

Included in the other information that may need to be pre-sented is the extent of the services provided the company bya newly engaged auditor or audit accounting firm in the pastfew years or the existence of any strong ties between seniorcompany officials and the proposed auditor or audit account-ing firm.

2.4.2 The chair or another member of the nomination commit-tee is to present the committee’s proposals on the selec-tion of auditors and audit fees at the shareholders’ meet-ing. A proposed auditor is to be present at the meeting, ifpossible, to be introduced and answer questions fromshareholders.

2.4.3 The following information on the auditor, or auditor incharge and the audit firm of the auditor in charge, is tobe presented in the corporate governance report:

• the services performed by the auditor or the auditor incharge in other large companies,

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• the auditing services provided to firms closely relatedto the company’s major shareholders or the managingdirector,

• the year that the auditor was first appointed or be-came auditor in charge and the length of the auditfirm’s engagement, and

• other information that may be important to sharehold-ers in assessing the competence and independence ofthe auditor, or auditor in charge and the audit firm ofthe auditor in charge.

2.5 Evaluating the Audit Process

2.5.1 Before the selection of the auditor, the nomination com-mittee is to evaluate the audit work.

In accordance with 3.8.4, the audit committee is to evaluatethe audit process. This evaluation should form part of thenomination committee’s evaluation.

2.5.2 On those occasions when the selection of the auditorshas taken place a statement on how the evaluation of theaudit process has been conducted is to be presented inthe corporate governance report.

3 The Board of Directors

The board is responsible for the organisation and managementof the company’s affairs in accordance with current laws and oth-er regulations that apply to the company.

3.1 The Role of the Board of Directors

The board’s principal tasks are to establish a business strategyfor the company, ensure that the company has effective manage-ment, monitor and follow up senior management’s activities andmake sure that the company’s owners and other interested par-ties are informed of the company’s progress and financial posi-tion.

3.1.1 The board, based on what is in the best interest of thecompany and its shareholders, is to set objectives forthe company’s business operations and make sure that

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the company has an appropriate strategy, organisationand operational management for achieving these objec-tives.

3.1.2 The board is to see that the company has an effectivemanagement team. The board is to monitor and evaluatethe management team’s performance on a regular basis.The board is to appoint and, if necessary, dismiss thecompany’s managing director.

3.1.3 The board is regularly to follow up and evaluate the com-pany’s operations against the objectives and guidelinesestablished by the board. The board is to ensure thatcontrol of the company’s financial situation is satisfacto-ry, that the company’s risk exposure is reasonable, thataccounting and financial management are of high qualityand are monitored in a satisfactory manner, and that thecompany has good internal control.

3.1.4 The board is to ensure that the company, in its reportingto owners, the capital market and others, gives an accu-rate picture of the company’s progress, profitability, fi-nancial position and risks.

3.1.5 The board is to make sure that there is a satisfactoryprocess to monitor the company’s compliance with theregulations in force covering company operations.

3.1.6 The board is to ensure that the necessary guidelines areestablished on the company’s ethical conduct in its rela-tions with employees, customers, suppliers and societyin general.

3.2 Size and Composition of the Board

The board is to have the qualifications and experience requiredfor its independent and effective management of the company’saffairs. However, the board should not exceed the size that willallow it to employ simple and effective methods of work and toenable each director to feel a personal responsibility and commit-ment.

3.2.1 With the company’s operations, phase of development,and other conditions taken into consideration, the boardis to have an appropriate composition, exhibiting diversi-ty and breadth in the directors’ qualifications, experience

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and background. Each director is to be capable of com-ing to an independent judgement on the important is-sues facing the board.

3.2.2 An equal gender distribution on the board is to be anaim.

3.2.3 The managing director is the only member of seniormanagement who may be a member of the board.

3.1.4 The board is to have a maximum of nine directors cho-sen by the shareholders’ meeting. There are to be nodeputies to the directors chosen by the shareholders’meeting.

For certain types of companies, especially banks, largerboards may be necessary. For most other companies,boards that are smaller than specified in the rule are prefer-able.

3.2.5 The majority of the directors chosen at the shareholders’meeting are not to have any relation to the company orits senior management that could call into question thedirector’s independence of the company and its seniormanagement. A director is generally not considered tobe independent:

• if the director is employed or has been employed inthe company within the past three years or in a close-ly related firm in which the company, directly or indi-rectly, holds at least 10 per cent of the shares or par-ticipation or the votes or a financial interest that givesthe right to at least 10 per cent of the return. If onecompany has more than 50 per cent of the capital orvotes in a second company, then the first company isconsidered to have indirect control over the secondcompany’s ownership of other companies,

• if the director is a spouse, common-law spouse, regis-tered partner, brother or sister, or other member of theimmediate family of a person in senior management,

• if he or she receives significant remuneration for ad-vice or services in addition to board work from thecompany or from someone in senior management,

• if the director has extensive business ties or other ex-tensive financial dealings with the company in his or

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her capacity as customer, supplier or partner, eitherpersonally or as part of the senior management or theboard or by joint ownership in another company hav-ing such a business relationship with the company, or

• if the director belongs to senior management in anoth-er company and a director in that other company be-longs to the senior management in the first company.

Relationships other than those just enumerated may alsocause a director not to be considered independent. For ex-ample, if a director has been part of the board for a long time,his or her independence may be called into question in someinstances.

“Closely related to the company and senior management” al-so refers to closely related to a group or its management.

The fourth point is not intended to apply to the usual bank-customer relationship.

3.2.6 At least two of the directors who are independent of thecompany and senior management are also to be inde-pendent of the company’s major shareholders. A majorshareholder refers to owners who directly or indirectlycontrol more than 10 per cent of the shares or votes in acompany. If one company has more than 50 per cent ofthe capital or votes in a second company, the first com-pany is considered to have indirect control of the secondcompany’s ownership in other companies,

A person who is a director on a major shareholder’s board oris employed by or has extensive duties for a major share-holder is considered dependent. A person may also be con-sidered to lack independence owing to other relations withmajor shareholders.

3.2.7 Members of the board are to be appointed for one year ata time. If a director has been on the board for eight ormore years, the reasons behind a proposal for re-elec-tion are to be explicitly stated. The same provision ap-plies to the election or re-election of directors who havereached the age of seventy.

Turnover on the board of director needs to be gradual. In or-der to give the nomination committee independence in thisrespect, all members of the board should be elected or re-

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elected annually. For directors who have been on the boardfor eight or more years, particular consideration should begiven to the director’s chances of contributing further to thework of the board and the board’s need of renewal. A similarscrutiny should be made before the election or re-election ofa member who has reached seventy years of age.

3.2.8 In the corporate governance report, the following infor-mation about each director is to be provided:

• membership on board committees,

• age, principal education and work experience,

• duties in the company and principal duties in othercompanies and organisations,

• holdings of shares and other financial instruments inthe company,

• material shareholdings and part ownership in firmswith which the company has business ties,

• if the member is considered to be independent of thecompany and of senior management as well as majorshareholders in the company. For directors not con-sidered to be independent, the reasons are to be stat-ed,

• the year that the member was first elected to theboard, and

• other information that may be important to sharehold-ers in assessing the proposed director’s competenceand independence.

3.3 The Directors

The director’s position in relation to the company is similar to thatof a trustee. This means that the director is obliged to devote thetime and the care required to look after the interests of the com-pany and thus of the shareholders in the best possible manner.

3.3.1 The director is to act in the best interests of the compa-ny and the shareholders.

The director must not put personal interests ahead of thebest interests of the company or the shareholders or use the

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company’s business opportunities for personal ends. The di-rector must not favour certain shareholders’ interests to thedetriment of the company or other shareholders.

3.3.2 The director is to have the knowledge of the company’soperations, market and other external conditions re-quired for making independent judgements of the com-pany’s business affairs and to contribute constructivelyto discharging the board’s duties.

3.3.3 New directors are to receive an introductory trainingabout the company, its operations, organisation, marketand so forth and any other training that the chair of theboard and the directors mutually agree is suitable to en-able directors to discharge their duties.

Introductory training for new directors should be individuallytailored to meet each director’s needs, sufficiently compre-hensive that directors soon are able to make a constructivecontribution to the work of the board and completed no laterthan six months after they become members of the board.

3.4 The Chair of the Board of Directors

The chair of the board has a unique position with an explicit re-sponsibility for seeing that the work of the board is well organisedand efficiently conducted and that the board discharges its du-ties.

3.4.1 The chair of the board is to be elected at the sharehold-ers meeting. If the chair relinquishes his or her dutiesduring the mandate period, the board is to elect a chairfrom amongst its members to serve until the next share-holders’ meeting.

3.4.2 If the nomination committee proposes that the outgoingmanaging director, soon after leaving that position, be-come the chair, the reasons for the proposal are to beexplicitly stated.

Whether or not it is appropriate to elect the outgoing manag-ing director, soon after leaving that position, to chair theboard, must be decided on a case-by-case basis. However,like individual directors, a chair of the board who has beenmanaging director in the company should not act in a manner

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that may negatively affect the work of the new managing di-rector.

3.4.3 The chair of the board is not to be employed in the com-pany as a ”group chief executive officer”. If the chair ofthe board has duties assigned by the company in addi-tion to those of the chair, these may not involve tasksthat are part of the managing director’s responsibilitiesin the day-to-day management of the company. In suchcases, the division of work between the chair and themanaging director is to be clearly stated in the formalwork plan of the board of directors and in the board’s in-struction to the managing director.

3.4.4 The chair is to ensure that the work of the board is pur-sued effectively and that the board discharges its duties.Specifically, the chair is to:

• organise and run the board’s work, encourage anopen and constructive discussion in the board inwhich all the directors participate, and create the bestpossible conditions for the board’s work,

• make sure that the board regularly updates and im-proves its knowledge of the company and its opera-tions and receives any other training required to con-duct the board’s work effectively,

• be receptive to owners’ views and communicate theseviews to members of the board,

• be the spokesperson for the company on matters con-cerning appointing and dismissing the managing di-rector and senior management’s terms of employ-ment,

• have regular contact with and function as a discus-sion partner and support for the company’s managingdirector and evaluate the managing director’s work,

• see that the board receives information that is satis-factory and a sufficient basis for the board’s decision-making,

• verify that the board’s decisions are carried out, and

• see that the board evaluates its work annually.

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One of the chair’s tasks just noted is to keep in contact withthe company’s shareholders so that the board is familiar withtheir views on the company’s overall goals and strategy andother important matters. Even though the principal contactbetween the shareholders and the board is at the sharehold-ers’ meeting, there is reason to provide shareholders with anopportunity to express their views on the board’s manage-ment of the company’s business affairs on other occasionsas well. Such contacts must not result in the board taking in-structions from and thus favouring certain shareholders orthe board being selective in the shareholders to whom itcommunicates information.

The chair of the board should report the result of the board’sevaluation of its work to the nomination committee in suffi-cient time that it can be used by the committee in its work.The evaluation should follow a structured process, adaptedto the company’s circumstances and aided by external ex-pertise, if deemed necessary.

3.5 The Work of the Board of Directors

3.5.1 The board’s statutory instructions in the form of its for-mal work plan, instruction to the managing director andreporting instruction are to be tailored to the company’scircumstances and are to be so clear, detailed and func-tional that they can serve as guiding documents for theboard’s work. At least once a year, the board is to con-duct a thorough review of the relevance and currency ofall instructions.

3.5.2 The board may establish special committees to preparethe board’s business in specific areas. The establish-ment of committees must not cause the board to lose itsoverall view and control of the company’s business ac-tivities Nor must the board be any less well informed.The formal work plan of the board is to specify the tasksand decision-making authority that the board has dele-gated to committees and the manner in which the com-mittees are to report to the board. Committees are tokeep minutes of their meetings.

The board’s responsibility and supervisory duties may not,under the law, be transferred to a committee of the board.

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For the audit committee, see 3.8.3; for the remunerationcommittee, see 4.3.1.

3.5.3 The board is to hold meetings to the extent necessary togive due consideration to the matters that fall within itsarea of responsibility.

The board’s work must be organised in such a way that theboard can devote adequate time to all important issues. Reg-ular reports by the board should be structured so that moni-toring and follow-up do not take too much of the board’s timein order to ensure that strategic issues in particular get the at-tention they require.

3.5.4 Only directors, the managing director, the secretary tothe board and adjunct members may attend board meet-ings. Any adjunct members and the extent to which theyhave participated in the board meeting are to be noted inthe minutes of the meeting.

3.5.5 At least once a year, the board is to evaluate the manag-ing director’s work. At that time, neither the managing di-rector nor any other company executive is to be present.

3.5.6 The chair of the board, after consulting with the manag-ing director, is to draw up proposals for the agenda forthe board meeting and see that each item is well pre-pared and effectively pursued.

3.5.7 The basis for a decision and the proposed decisions ona matter are to provide an objective, full and relevant pic-ture of the matter to be decided. Decisions are not to betaken on important matters that have not been placed onthe agenda, unless the board unanimously decides to doso.

By law, the board may not take a decision on a matter unlessall the directors have received, to the extent possible, a satis-factory basis for deciding the matter. Written material for theboard meeting should normally be sent to directors no laterthan one week before the meeting.

3.5.8 Directors are to make an independent judgement oneach matter to be considered by the board and expressthe views and take the positions this judgement entails.Directors are to request whatever supplementary infor-

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mation they believe is necessary for the board to makewell-founded decisions.

3.5.9 The board is to be assisted by a competent board secre-tary who has the task of seeing that the work of theboard is properly conducted and keeping the minutes ofboard meetings.

3.5.10 The minutes of the board are to be a clear representationof the matters discussed, the supporting material avail-able for each item and the content of the decisions tak-en. Once the minutes are written, they are to be sent ormade available to directors as soon as possible after theboard meeting.

That the minutes have been written means that they havebeen approved by the chair of the board and the person veri-fying the minutes without needing to be signed by them. Writ-ten minutes should be sent or otherwise made available toboard members within two weeks of the meeting.

3.5.11 The corporate governance report is to provide informa-tion on the division of work in the board. A statement isto be presented on how the work of the board has beenconducted during the most recent financial year, includ-ing the number of board meetings, average attendanceand the name of the secretary at the board meetings. Inaddition a statement is to be presented on the duties ofboard committees, if any.

3.6 The Board of Directors and Financial Reporting

The board is responsible for presenting financial reports that aretransparent and provide an accurate picture of the company’s fi-nancial position and prospects.

3.6.1 The company’s financial reports are to be in accordancewith generally accepted accounting principles for astock market company. A financial report is to state theaccounting standards on which it is based.

Financial reports refer to the annual report, interim reports,year-end press release and other reports containing financialinformation, such as prospectuses or press releases.

If the financial reports contain information other than thatcalled for in the International Financial Reporting Standards,

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it is especially important to state the grounds (rules and regu-lations, etc.) on which this information is based.

The annual report should make clear what information, if any,is unaudited.

3.6.2 The board of directors and the managing director, imme-diately before signing the annual report, are to certifythat to the best of their knowledge, the annual accountshave been prepared in accordance with generally accept-ed accounting principles for a stock market companyand that the information presented is consistent with theactual conditions and that nothing of material value hasbeen omitted that would affect the picture of the compa-ny presented in the annual report.

The rule does not entail any change in responsibility for theannual report and its contents on the part of the board or themanaging director. Its aim is to clarify this responsibility.

3.6.3 Each year the board is to request from the financial di-rector, or the person with equivalent responsibility, awritten assurance stating that the company’s financialreports meet the requirements of the existing regulationin all essential respects. The assurance is also to stateother circumstances that are important to the board inits assessment of the quality of the financial reports.

3.7 The Board and Internal Control and InternalAuditing

The board is responsible for the company’s internal control,which has the overall aim of protecting the shareholders’ invest-ment and the company’s assets.

3.7.1 The board is to see that the company has a sound sys-tem of internal controls. The board is to keep informed ofthis system on an ongoing basis and to conduct regularevaluations of how well it functions. In the corporategovernance report, the board is to report how that part ofinternal control dealing with financial reporting is organ-ised and how well it has functioned during the most re-cent financial year.

3.7.2 Companies that do not have a special internal audit func-tion are annually to evaluate the need of such a function

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and explain the position they have taken in the corporategovernance report.

The examination conducted by internal audit is to be inde-pendent and based on an audit plan established by the boardand performed by persons with documented audit experi-ence.

3.8 The Board - Auditor Relationship

The board is responsible for seeing that the company has a for-mal and transparent system that ensures that the principles es-tablished for financial reporting and internal control are observedand that appropriate relations with the company’s auditor aremaintained.

3.8.1 The board is to document and present information in thecorporate governance report on the manner in which theboard ensures the quality of the financial reports and in-ternal control and communicates with the company’s au-ditor.

3.8.2 At least once a year the board is to meet the auditorswithout the presence of the managing director or anyother company executive.

3.8.3 The board is to establish an audit committee consistingof at least three directors. The chair of the board of di-rectors may be a member of the committee, but is not tobe its chair. The other members of the committee are tobe independent of the company and senior management.At least one member of the committee is to be independ-ent of the company’s major shareholders.

3.8.4 The audit committee is to:

• be responsible for the preparation of the board’s workto ensure the quality of the company’s financial re-ports,

• meet the auditors regularly to keep informed of theaims and scope of the audit work and to discuss co-ordination between external and internal audit andviews on the company’s risks,

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• establish guidelines on other services in addition toaudit that the external auditors are allowed to provideto the company,

• evaluate the audit work, and

• assist the company’s nomination committee inpreparing proposals on auditors and audit fees.

To ensure the quality of the financial statements, the commit-tee normally has to consider all critical accounting questionsand the financial reports presented by the company. Thecommittee is presumed to consider matters such as internalcontrol, regulatory compliance, material uncertainty in report-ed values, uncorrected errors, post-statement events, possi-ble improprieties and other circumstances that may affect thequality of the financial statement information.

The audit committee should report its evaluation of the auditprocess to the nomination committee in sufficient time that itcan be used by the nomination committee in its work.

4 Senior Management

The managing director is to run the day-to-day operations in ac-cordance with the board’s guidelines and instructions and seethat the company’s accountancy and management of assets areconducted in a satisfactory manner. The managing director is re-sponsible for providing the board with the information on thecompany and its operations and other data that the board needsin its work.

4.1 The Managing Director’s Duties

4.1.1 The managing director is to act in the best interests ofthe company and the shareholders.

The managing director must not put personal interests aheadof the best interests of the company or the shareholders oruse the company’s business possibilities for personal ends.The managing director must not favour certain shareholders’interests to the detriment of the company or other sharehold-ers.

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4.1.2 The managing director is to see that the board gets theobjective, full and relevant information basis that it re-quires for making well-founded decisions. The managingdirector is to see that the board is kept informed of theprogress of the company’s business operations betweenboard meetings.

4.1.3 The corporate governance report is to present the fol-lowing information about the managing director:

• age, principal education and work experience,

• important duties in other companies and organisa-tions,

• holdings of shares and other financial instruments inthe company, and

• material shareholdings and part ownership in firmswith which the company has business ties.

4.2 Appointment of the Managing Director

4.2.1 The board appoints and dismisses the managing direc-tor.

4.2.2 The managing director is not to serve as a member ofthe board of directors of more than two other stock mar-ket companies. The managing director is not to chair theboard of another stock market company.

The rule does not apply to the managing director’s participa-tion on boards of subsidiaries or companies associated withinvestment companies and other similar companies.

4.3 Senior Management Remuneration

4.3.1 The board is to establish a remuneration committee withthe task of preparing proposals on remuneration andother terms of employment for senior management andpresenting these proposals to the board. The chair of theboard may chair the remuneration committee. The othermembers of the committee are to be independent of thecompany and senior management.

4.3.2 The board is to propose a policy for remuneration andother terms of employment for senior management for

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approval by the shareholders’ meeting. The policy is toprovide information on and state the reasons for the pro-posed principles respecting:

• fixed versus variable remuneration

• other benefits,

• pension,

• notice of dismissal period, and

• severance pay.

The proposal is to specify the layer of senior manage-ment to whom the policy applies and the procedures fol-lowed by the board in preparing executive remunerationmatters.

Variable remuneration refers to participation in incentiveschemes. As stated in 1.1.3 and 1.1.5, the proposal is to beincluded in the notice of shareholders’ meeting and madeavailable at the company and on the company’s web site nolater than two weeks before the shareholders’ meeting.

4.3.3 The board is to decide the remuneration and other termsof employment for the company’s managing director inaccordance with the policy determined at the sharehold-ers’ meeting. The managing director decides the remu-neration and other terms of employment for other mem-bers of senior management in accordance with the samepolicy.

Even though the board does not decide the remuneration ofmembers of senior management who are directly under themanaging director, it is often good practice for the terms ofremuneration decided by the managing director to be submit-ted to the board or the remuneration committee for approvalbefore they come into effect.

4.3.4 When applicable, the board is to present proposals onshare and share price related incentive schemes for themanaging director and other senior executives to theshareholders’ meeting for approval. At the shareholders’meeting, the chair of the board is to explain proposalsfor such schemes and report the estimated cost to thecompany and the possible dilution factor for sharehold-ers.

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All incentive schemes related to share and share prices forsenior management, even those that only lead to costs forthe company, for example, schemes based on synthetic op-tions, are to be approved by the shareholders’ meeting. Asstated in 1.1.3 and 1.1.5, the proposal is to be included in thenotice of meeting and made available at the company and onthe company’s web site no later than two weeks before theshareholders’ meeting.

4.3.5 The board is to present and explain the proposed remu-neration and other terms of employment for senior man-agement at the annual general shareholders’ meetingand answer questions on remuneration paid to seniormanagement in the most recent financial year.

Since the remuneration committee prepares and presentsproposals to the board on remuneration and other terms ofemployment for senior management in accordance with4.3.1, including incentive schemes, the chair of the commit-tee should, under 1.3.2, be prepared at the request of theboard to report and explain the proposal at the shareholders’meeting.

4.3.6 The corporate governance report is to state the policyfor remuneration and other terms of employment for sen-ior management approved at the most recent sharehold-ers’ meeting as well as the layer of management coveredby the policy. A statement on the procedures followed bythe board in preparing matters dealing with the remuner-ation of senior management is to be included.

5 Auditors

5.1 The Auditors’ Duties

The company’s auditor, in accordance with good auditing prac-tice, is to examine the accounts and the management of thecompany by the board and the managing director.

5.1.1 The shareholders’ meeting, the board and the managingdirector must not give the auditors instructions thatmight limit the possibility of performing the audit in ac-cordance with generally accepted auditing standards.

5.1.2 The company’s auditor is to issue a special auditor’s re-port on the board’s statement on internal control. The

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special auditor’s report is to be published together withthe board’s statement in the corporate governance re-port.

5.1.3 The company’s six- or nine-month report is to be thesubject of a review by the auditors.

6 Corporate Governance Report

6.1 A special report on corporate governance is to beattached to the company’s annual report. The report isto include a statement on whether or not it has beenaudited.

The report is to be included in the printed annual report but doesnot form part of the legal annual report. A compilation of the in-formation that the Code requires the report to contain is given inthe Appendix.

6.2 Companies that apply the Code are to state in thecorporate governance report that the company is ap-plying the code and give a brief description of how thisis done. The company is to indicate those rules in theCode that it deviates from. The reasons for each devia-tion are to be clearly explained.

The basis for the Code is that the companies applying the Codegive a clear account of how this is done. A company may deviatefrom individual rules if it reports the deviation and the reasons forthe deviation. Each deviation from the Code is to be explained.

6.3 The company is to have a special section on itsweb site for corporate governance matters, in whichthe information included in the corporate governancereport is to be updated regularly and can be retrievedtogether with other information required under theCode.

Companies applying the Code are to make the corporate gover-nance information easily accessible to shareholders and other in-terested parties by putting it all in the same place on the compa-ny’s web site. The company is to update the information regular-ly. This means that a large part of the information called for un-

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der the requirement for a corporate governance report in accor-dance with 6.2 is to be posted on the web site before the reportis published in the annual report. A compilation of the Code’s in-formation requirements for the report and the web site can befound in the Appendix.

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AppendixSummary of the Code’sInformation Requirements

This appendix gives a summary of the Code’s information re-quirements for information in the annual report and on the website. Reference is made to the relevant rules in section III Rulesfor Corporate Governance. The Appendix does not contain anyinformation requirements in addition to those found in section III.

1 Implementing the Code

Under 6.1, companies following the Code are to attach to theirannual report a special report on corporate governance issues.The report is to state whether or not it has been audited. In thereport, the company, in accordance with 6.2, is to state that it isapplying the Code and describe in general terms how this is ac-complished. Any deviation from the Code, and the reasons for it,are to be clearly explained. Subsequently, the report is to containthe special information that the Code requires; see also the sec-tions that follow. All the information included in the corporategovernance report is to be given in a special section on corpo-rate governance issues on the company’s web site, as providedin 6.3. However, one difference is that the information on the website is to be current. Thus it is to be updated regularly, while thecorporate governance report provides a summary of corporategovernance in the most recent financial year.

2 Information in the Annual Report

The Code has certain requirements on the content of the annualreport in addition to the corporate governance report.

Under 3.6.1 the annual financial report is to specify the regulato-ry body on which it is based.

Under 3.6.2 the board and the managing director, immediatelybefore signing the annual report, are to certify that to the best oftheir knowledge, the annual report is prepared in accordance

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with generally accepted accounting principles for stock marketcompanies, the information presented agrees with the actualconditions and nothing of material importance has been omittedthat could affect the picture of the company created by the annu-al report.

3 Corporate Governance Report Contents

Under the Code, the corporate governance report and the sec-tion on corporate governance issues posted on the company’sweb site are to include the information given below.

3.1 The Board of Directors

3.1.1 Under 3.5.11, the following information on the work of theboard is to be presented:

• the division of work in the board,

• a statement on how the work of the board has beenconducted during the most recent financial year, includ-ing:

– the number of board meetings,

– average attendance, and

– the name of the secretary at board meetings,

• a statement on the duties of board committees, if any.

3.2.2 Under 2.2.6, the company’s remuneration policy for directorsis to be stated.

3.2.3 Under 2.3.2, a statement on how the evaluation of the boardof directors was conducted is to be presented.

3.2.3 Under 3.2.8, the following information is to be presented foreach director:

• membership on board committees,

• age, principal education and work experience,

• duties in the company and principal duties in other compa-nies and organisations,

• holdings of shares and other financial instruments in thecompany,

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• material shareholdings and part ownership in firms withwhich the company has business ties,

• if the member is considered to be independent of the com-pany and of senior management as well as of majorshareholders in the company. For directors not consideredto be independent, the reasons are to be stated,

• the year that the member was elected to the board, and

• other information that may be important to shareholders inassessing the proposed member’s competence and inde-pendence.

3.1.5 Under 2.2.6, information on each director’s fees and other re-muneration from the company are to be presented; the infor-mation is to include all the particulars stated in the rules ofthe Swedish Industry and Commerce Stock Exchange Com-mittee on benefits for senior management.

3.2 The Nomination Committee

3.2.1 Under 2.1.4, the following information on the nominationcommittee is to be presented:

• a statement on how the nomination committee’s work hasbeen conducted,

• its composition. If a member has represented a particularowner, that owner’s name is to be given, and

• remuneration of the nomination committee, if any.

3.3 Senior Management

3.3.1 Under 4.3.6, information is to be presented on the company’spolicy for remuneration and other terms of employment, in-cluding:

• the layer of management covered by the policy, and

• a statement on the procedures followed by the board inpreparing matters dealing with the remuneration of seniormanagement.

3.3.2 Under 4.1.3, the following information on the managing direc-tor is to be presented:

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• age, principal education and work experience,

• important duties in other companies and organisations,

• holdings of shares and other financial instruments in thecompany, and

• material shareholdings and part-ownership in firms withwhich the company has business ties.

3.4 Auditors

3.4.1 Under 2.4.3, the following information on either the auditor, orthe auditor in charge and the audit firm of the auditor incharge, is to be presented:

• the services performed by the auditor or the auditor incharge in other large companies,

• the auditing services provided to firms closely related tothe company’s major shareholders or the managing direc-tor,

• the year that the auditor was appointed or became auditorin charge and the length of the audit firm’s engagement,and

• other information that may be important to shareholders inassessing the competence and independence of the audi-tor, or auditor in charge and the audit firm of the auditor incharge.

3.4.2 Under 2.5.2, if an auditor has been selected, a statement isto be presented on how the evaluation of the audit processhas been conducted.

3.5 Internal Control, Financial Reporting and Other Matters

3.5.1 The following information on the company’s internal controland supervision of internal control is to be provided:

• under 3.7.1, the board is to report how that part of internalcontrol dealing with financial reporting is organised andhow well it has functioned during the most recent financialyear,

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• under 3.7.2 companies that do not have a special internalaudit function are to explain the position they have taken,

• under 3.8.1, the board is to submit information on themanner in which the board ensures the quality of internalcontrol, and

• under 5.1.2, the company’s auditor is to issue a specialauditor’s report on the board’s statement on internal con-trol. The special auditor’s report is to be published togeth-er with the board’s statement.

3.5.2 Under 3.8.1, the board is to submit information on the man-ner in which the board ensures the quality of the financial re-ports and communicates with the company’s auditor,

4 Web Site Information on Shareholders’Meetings

Under the Code, in addition to keeping the information includedin the corporate governance report current and accessible on thecompany’s web site, the company is to post information relatedto its shareholders’ meetings on its web site as described below.

4.1.1 The following information on a forthcoming shareholders’meeting is to be made available on the company’s web site:

• under 1.1.1, the time and location of the next sharehold-ers’ meeting. Information on the annual general share-holders’ meeting is to be provided at least six months be-fore the meeting and in the event of an extraordinaryshareholders’ meeting, as soon as the board has decidedto hold the meeting, and

• under 1.1.2, the shareholders’ right to have a matter con-sidered at the shareholders’ meeting, to whom such a re-quest is to be made and by what time the request mustreach the company in order to guarantee its inclusion inthe notice of meeting and thus be discussed at the meet-ing. This information is to be made available in good timebefore the meeting.

4.1.2 Before the shareholders’ meeting the following documentsare to be made available on the web site and at the sametime, sent or made available to shareholders:

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• under 1.1.3, the notice of shareholders’ meeting,

• under 1.1.4 a statement from the Securities Council in itsentirety or the principal content of the statement if thecompany obtains a statement of importance to the compa-ny’s shareholders concerning certain matters to be consid-ered at the shareholders’ meeting, and

• under 1.1.5, proposals on decisions at the shareholders’meeting; proposals made by the board are to be madeavailable as soon as possible before the meeting, but atleast two weeks before the meeting.

4.1.3 The following information on the nomination committee andits work is to be made available on the company’s web site:

• under 2.1.3, the names of the members of the nominationcommittee and, if they represent a particular owner, thatowner’s name and the latest date for shareholders to sub-mit proposals to the nomination committee. This informa-tion is to be made available at least six months before theannual general shareholders’ meeting.

• the nomination committee’s proposals, which are to bemade available no later than the date when the notice ofshareholders’ meeting is issued, specifying:

– the chair and other members of the board,

– the remuneration policy for board work, and

– directors’ fees, divided between the chair, other boardmembers, and possible remuneration for committeework under 2.2.1,

– auditors and audit fees under 2.4.1, and

– the nomination committee’s remuneration, if any, under2.1.6,

• under 2.2.1 the following information on the nominationcommittee’s recommendations for directors is to be madeavailable no later than the date when the notice of share-holder’s meeting is issued:

– age, principal education and work experience,

– duties in the company and principal duties in other com-panies and organisations,

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– holdings of shares and other financial instruments in thecompany,

– material shareholdings and part-ownership in firms withwhich the company has business ties,

– if the member is considered to be independent of thecompany and of senior management as well as of thecompany’s major shareholders. For directors not con-sidered to be independent, the reasons are to be stated,

– on re-election, the year that the director was first electedto the board, and

– other information that may be important to shareholdersin assessing the proposed member’s competence andindependence.

• under 2.4.1 the following information on the auditor, or au-ditor in charge and audit firm of the auditor in charge, rec-ommended by the nomination committee is to be issuedno later than the date that the notice of shareholders’meeting is issued:

– the audit services performed by the auditor or auditor incharge in other large companies,

– the audit services provided to companies closely relatedto the company’s major shareholders or the managingdirector,

– on re-appointment, the year that the auditor was first ap-pointed or became auditor in charge and the length ofthe audit firm’s engagement, and

– other information that may be important to shareholdersin assessing the competence and independence of theauditor or auditor in charge and the audit firm of the au-ditor in charge.

4.1.4 The following information on the board’s proposals is to beavailable on the web site:

• under 4.3.2 the following information on the policy for re-muneration and other terms of employment for seniormanagement proposed by the board is to be made avail-able to shareholders no later than the proposal itself.

– information and explanation of the principal terms for:

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– fixed versus variable remuneration,

– other benefits,

– pension,

– notice of dismissal period, and

– severance pay,

– the layer of senior management to whom the policy ap-plies, and

– the procedures followed by the board in preparing exec-utive remuneration matters.

• under 4.3.4, the board’s proposal, if any, on share andshare price related incentive schemes for the managingdirector and other senior executives, no later than thetime that the proposal is made available to sharehold-ers.

4.1.5 Under 1.5.1, the company is to make the minutes of the mostrecent annual general shareholders’ meeting and any subse-quent extraordinary meetings available on the web site.

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Separate Opinion of Karin Forseke

The initiative to develop a Swedish code of conduct for corporategovernance is a very positive step as there is without doubt roomfor improvement in Swedish corporate governance. Improvedcorporate governance should lead to greater confidence, nation-ally and internationally, in Swedish business. This should con-tribute towards transparency and the ability of Swedish businessto attract domestic and international capital. Good corporate gov-ernance is founded on clear responsibility and a balance of pow-er between different corporate bodies.

However, in my opinion, the proposed code has not given suffi-cient consideration to the extensive work conducted internation-ally in developing similar codes and the experience that hasbeen gained in the area internationally, for example in the BritishCombined Code. A Swedish code that deviates from the interna-tional standard in both definition and substance risks creatingambiguity and bureaucracy, an outcome that would reduce theattractiveness of listing on the Swedish stock market and have ahampering effect on smaller listed companies.

As mentioned, a principal aim of a Swedish code of conduct forcorporate governance is to strengthen the competitiveness of theSwedish business sector as an investment alternative for bothdomestic and foreign investors. Within the general legislativeframework, there is a need to develop recommendations thatcreate clarity, transparency and good working conditions forcompanies listed in Sweden. All investors, both institutional andretail, must have the utmost confidence in the governance ofcompanies. To be competitive and attract capital from investorsoutside Sweden requires well-defined rules and undisputed ac-countability. To introduce a code that deviates from internationalstandards on key points is inappropriate.

As an example, the current proposal for a Swedish code of con-duct for corporate governance uses a definition of ”independent”director that does not conform to the definition used in the BritishCombined Code. The latter defines ”independent” as independ-ent of major shareholders, the company, and its senior manage-ment. In my opinion, it is unfortunate that a Swedish definition of”independence” is being established that does not include inde-pendence from major shareholders. Differences in definitions will

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lead to ambiguity concerning the corporate governance ofSwedish businesses and thus mean a competitive disadvantagein comparison with investment regulations in other countries.

Moreover, a Board of Directors with a large number of independ-ent directors, similar, for example to the provisions in the BritishCombined Code, would increase the board’s likelihood of leadingthe company’s business activities with impartiality and integrity.

With a larger number of independent directors, (as defined in theCombined Code), the board would also be able to perform mostof the duties now proposed to be carried out by the nominationcommittee. I find it a matter of concern to give the nominationcommittee so many important responsibilities as members of thenomination committee are not regulated by Swedish companylaw. It would be more effective to make use of the competencefound in a carefully selected board instead of constructing yet an-other body that is not familiar with business operations. Onesuch example is that in all likelihood there must be importantpractical difficulties associated with the nomination committeeconducting qualitative evaluation of a board if the only boardmember on the committee is the board’s chairman. Comparedwith what board members are required to know about businessoperations, the requirements on members of nomination commit-tees are clearly less comprehensive.

In conclusion I want to stress that a Swedish code of conduct forcorporate governance must be a living document and in integralpart of self-regulation.

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