Corporate Governance Report 2020
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Corporate Governance Report SKF Annual Report 2020 141 Corporate GOVernance Report Introduction General information about how the company is managed SKF Care defines the Group’s approach to securing sustainable, The shareholders’ meeting is the company’s highest decision-making positive development over the short, medium and long term. SKF body. The Annual General Meeting of shareholders shall be held applies the principles of sound corporate governance as an instru- within six months after the end of the financial year. At the Annual ment for increased competitiveness and to promote confidence in General Meeting the shareholders exercise their voting rights for SKF among all stakeholders. Among other things, this means that e.g. the composition of the Board of Directors, adoption of principles the company maintains an efficient organizational structure with of remuneration for Group Management and election of external clear areas of responsibility and clear rules for delegation, that the auditors. SKF has issued A and B shares. An A share entitles the financial, environmental and social reporting is transparent and that shareholder to one vote and a B share to one-tenth of a vote. the company in all respects maintains good corporate citizenship. The Board of Directors has a responsibility for the company’s The corporate governance principles applied by SKF are based organisation and for the oversight of the management of the compa- on Swedish law, in particular the Swedish Companies Act and the ny’s affairs and is, together with the President and Group Manage- Swedish Annual Accounts Act, and the regulatory system of NASDAQ ment defining and continuously monitoring SKF’s vision, mission, Stockholm AB (Stockholm Stock Exchange). values and drivers. The Chairman of the Board of Directors shall Information under the Annual Accounts Act Chapter 6, § 6, direct the work of the Board and monitor that the Board of Direc- sections 3–4, are found at page 52 of the Administration Report tors fulfils its obligations. The Board annually adopts written rules for the Group in the Annual Report 2020. of procedure for its internal work and written instructions. For more details on the rules of procedures and the written instructions, see Swedish Code of Corporate Governance below under the heading “Activities of the Board of Directors”. The Swedish Code of Corporate Governance (the “Code”) was origi- The President of the company, who is also the Chief Executive nally introduced on 1 July, 2005. The Code has been revised several Officer, is appointed by the Board of Directors and handles the day- times since the introduction and the applicable Code is available to-day management of the company’s business in accordance with at the website of the Swedish Corporate Governance Board, the guidelines and instructions from the Board. The approval of www.corporategovernanceboard.se. the Board is, for example, required in relation to investments and It is considered good stock exchange practice for Swedish com- acquisitions above certain amounts, as well as for the appointment panies whose shares are traded on a regulated market to apply the of certain senior managers. The President is supported by Group Code. SKF applies the Code, and this Corporate Governance Report Management. has been prepared in accordance with the Code and the Swedish SKF is organized in the following business areas; Industrial Annual Accounts Act. Furthermore, SKF has provided information Sales Americas, Industrial Sales Europe, Middle East and Africa, on the company’s website in line with the Code requirements. The Industrial Sales Asia, Auto motive, SKF Technology and Industrial Annual General Meeting in 2020 was also held in accordance with Technologies. The responsibility for end-to-end procurement, the Code rules. The auditor of the company has read and performed manufacturing and logistics is combined into Bearing Operations. a statutory examination of the Corporate Governance Report. Further, there are three Group staff units; Group Finance, IT, 1 6 Shareholders through Nomination Committee External auditors shareholders’ meeting 3 2 4 Remuneration Committee Board of Directors Audit Committee 5 7 President and CEO Internal audit Group Management Group staff units Sales/Operations 142 SKF Annual Report 2020 Marketing & Communication, Group Human Resources and Group 2 The Board of Directors Legal, Reinsurance, Brand Protection and Real Estate & Facility Composition and remuneration of the Board Management, see pages 150–151 in the Annual Report 2020. Each The Board shall, in addition to specially appointed members and Group staff unit has its own defined area of responsibility and the deputies, according to the Articles of Association of SKF, comprise task to define strategic directions and fundamental requirements a minimum of five and a maximum of twelve Board members, with within its area. The Director of Group Sustainability, reports, from a maximum of five deputies. The Board members are elected each 4 February 2020, directly to the Chief Executive Officer and has year at the Annual General Meeting for the period up to the end of the task to assure that all relevant aspects of sustainability are the next Annual General Meeting. addressed and integrated into operations and activities throughout The Nomination Committee proposes decisions to the Annual the Group. Policies and instructions are in place to ensure that General Meeting regarding electoral and remuneration issues, matters of certain im portance are referred to the President and/or including proposals for the composition and remuneration of the the Board of Directors. Board. As reflected in the Nomination Committee’s statement regarding the composition of the proposed Board and the proposed remuneration presented to the Annual General Meeting 2020, the Nomination Committee has applied the provisions in the Code as diversity policy. The objectives of the diversity policy is for the Board to have a composition appropriate to the company’s operations, phase of development and other relevant circumstances; that the 1 Nomination Committee At the Annual General Meeting of AB SKF held in the spring Board members elected by the shareholders’ meeting collectively 2020, it was resolved that the company shall have a Nomination are to exhibit diversity and breadth of qualifications, experience and Committee formed by one representative of each of the four major background; and that the company is to strive for gender balance on shareholders with regard to the number of votes held as well as the Board. The Annual General Meeting 2020 resolved to appoint the Chairman of the Board. When constituting the Nomination Board members in accordance with the Nomination Committee’s Committee, the shareholdings per the last banking day in August proposal. each year would determine which shareholders are the largest with Nine Board members, including the Chairman, were elected regard to the number of votes held. The names of the four share- at AB SKF’s Annual General Meeting held in the spring of 2020. holder representatives were to be published as soon as they had Lars Wedenborn retired from the Board. In addition, the been elected, however not later than six months before the next employees have appointed two Board members and two deputy Annual General Meeting. The Nomination Committee shall remain Board members. No Board member, except for the President, in office until a new Nomination Committee has been appointed. is included in the management of the company. Information on the composition and remuneration of the Board In a press release on 25 September 2020, it was announced that a members decided upon by the Annual General Meeting 2020 can Nomination Committee consisting of the following representatives be found in the Annual Report 2020, Consolidated Financial State- of the shareholders, besides the Chairman of the Board, had been ments, Note 23. appointed in preparation of the Annual General Meeting 2021: • Marcus Wallenberg, FAM Independence requirements • Anders Jonsson, Skandia The Board of Directors has been considered to comply with the • Anders Algotsson, AFA Försäkring requirements regarding independence of the Code. The table below • Evert Carlsson, Swedbank Robur Fonder shows the Board member’s independence according to the require- ments of the Code in relation to the company and major shareholders. The Nomination Committee is to furnish proposals in the following matters to be presented to, and resolved by, the Annual General Independence Independence Name of the Board in relation to the in relation to the Meeting in 2021: members elected by the company/senior major shareholders • proposal for Chairman of the Annual General Meeting Annual General Meeting management of the company • proposal for Board of Directors Hans Stråberg • • • proposal for Chairman of the Board of Directors Hock Goh • • • proposal for fee to the Board of Directors Alrik Danielson • • proposal for fee to the auditor Ronnie Leten • • proposal for auditor • to the extent deemed necessary, proposal for new instructions Barb Samardzich • • for the Nomination Committee. Colleen Repplier • • Geert Follens • • The proposals of the Nomination Committee were published in Håkan Buskhe • connection with the notice to the Annual General Meeting 2021. Susanna Schneeberger • • SKF Annual Report 2020 143 Corporate GOVernance Report 1 6 Shareholders through Nomination Committee External auditors shareholders’ meeting 3 2 4 Remuneration Committee Board