Essity Annual and Sustainability Report 2019
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Corporate Governance Report – Corporate governance Corporate governance The task of corporate governance is to ensure the company’s commitments to all of its stakeholders: shareholders, customers, suppliers, creditors, society and employees. It must be structured in a way that supports the company’s long-term strategy, market presence and competitiveness. Corporate governance shall be reliable, clear, simple and business-oriented. This Corporate Governance Report forms part of the Board of Directors’ Report for Essity’s 2019 Annual Report. The report has been reviewed by the company’s auditors. Corporate governance, including Swedish Code of Corporate Sustainability remuneration, pages 46–55. Governance without any deviations Essity’s sustainability work is an integral This section describes applicable (www.corporategovernanceboard.se). part of the company’s business model. regulatory rules and regulations for The company’s sustainability report the Group’s corporate governance and Risk management, pages 34–39 forms part of the Board of Directors’ the company’s management structure Essity’s processes to identify and man- Report. The sustainability work helps and organization. It details the Board of age risks are part of the Group’s strategy reduce risks and costs, strengthen Directors’ responsibilities and its work work and are pursued at a local and competitiveness, attract new employees during the year. Information regarding Group-wide level. The section dealing and investors, and contributes toward a remuneration and remuneration issues with risk management describes the more sustainable world. and Essity’s internal control are also most significant risks and procedures included here. Essity applies the used to eliminate or limit these risks. Governance at Essity Shareholders 1. General shareholder meeting 1. General shareholder 2. Nomination 3. External auditors The general shareholder meeting is Essity’s meeting Committee highest decision-making body, which all of 6. Remuneration the company’s shareholders are entitled to 5. Audit Committee 4. Board of Directors Committee attend, to have a matter considered and to vote for all shares held by the shareholder. 7. Internal audit 8. President and CEO The company’s Board of Directors and auditor are elected at the Annual General 8. Executive Meeting (AGM). The AGM also resolves on Management Team the remuneration of the Board members and determines guidelines for the remuner- 9. Business units ation of senior executives. Essity has two and global units listed classes of shares: Class A and Class B shares. Every Class A share represents ten consolidated financial statements and than twelve members elected by the AGM. votes while every Class B share represents the Board’s and President’s administration. The Board of Directors also includes three one vote. There are no other restrictions The auditor submits an audit report from employee representatives with deputies, relating to voting rights in respect of shares this review. who are appointed by the respective used by shareholders at the general share- The audit is performed in accordance employee organizations under Swedish law. holders meeting. Essity holds no treasury with the Swedish Companies Act, Inter- Essity’s Articles of Association contain no shares. national Standards on Auditing (ISA) and provisions regarding appointment or dis- generally accepted auditing principles missal of Board members or amendments 2. Nomination Committee in Sweden. to the Articles. The general shareholder Shareholders appoint members of the meeting has not delegated to the Board Nomination Committee at the AGM, or stip- 4. Board of Directors to resolve to issue new shares or to repur- ulate how the members shall be appointed. The Board of Directors has overall respon- chase own shares. The Nomination Committee represents sibility for the Company’s organization and the company’s shareholders. A majority of administration. This responsibility is ful- Chairman of the Board the members shall be independent of the filled, inter alia, through regular monitoring The Chairman of the Board leads the work company and corporate management. The of the business and by ensuring the appro- of the Board and is responsible for ensuring President and other members of corporate priateness of the organization, including that it is effectively organized and that management may not be a member of the the management team, and by issuing work is efficiently conducted. This includes Nomination Committee. The main duty of guidelines and reporting from internal continuous monitoring by the Chairman of the Nomination Committee is to prepare control. The Board approves strategies and the company’s operations in close dialogue and present proposals for the AGM’s resolu- targets, and decides on major investments, with the President and ensuring that other tions with respect to election and remuner- acquisitions and divestments of operations, Board members receive information and ation matters. among other matters. decision data that will enable high-quality The Board of Directors comprises nine discussion and decisions by the Board. 3. External auditors members elected by the shareholders at The Chairman leads the assessment of The company’s auditor is elected at the the 2019 AGM. According to the Articles the Board’s and the President’s work. The Annual General Meeting and is responsible of Association, the Board of Directors is to Chairman also represents the company in for reviewing Essity’s annual report and consist of not less than three and not more ownership matters. 46 Essity’s Annual and Sustainability Report 2019 Corporate Governance Report – Corporate governance 5. Audit Committee including the company’s Code of Conduct. nated. The business units are responsible The role of the Audit Committee is to mon- The internal audit also provides investiga- for their operating results, capital and cash itor the company’s financial reporting and tions and consultancy services in connec- flow. The business and earnings position provide recommendations and proposals tion with internal control matters and risk is followed up by the entire Executive to ensure the reliability of reporting. With management. Management Team on a monthly basis. regard to the financial reporting, the Com- Each quarter, business review meetings are mittee overseas the effectiveness of the 8. President and Executive conducted during which the management company’s internal control, internal audit Management Team of each business unit personally meets with and risk management. The Audit Com- Essity’s President and CEO is responsible the President and the CFO. These meetings mittee keeps itself continuously informed for and manages the day-to-day adminis- function as a complement to the daily mon- about the audit of the annual report and tration of the Group and follows the Board’s itoring of operations. Through working pro- consolidated financial statements and guidelines and instructions. The President cedures and terms of reference, a number where applicable about the conclusions and CEO is supported by the Executive of issues of material significance are placed of the quality control by the Swedish Management Team, see pages 54–55, the under the control of the CEO and the com- Inspectorate of Auditors concerning the work of which is led by the President. The pany’s Board of Directors. Essity reports company’s external auditor. The Committee Executive Management Team comprises its operations according to three business receives and addresses the supplementary the President, four Group Function Senior areas: Personal Care, Consumer Tissue and report to the audit report concerning the Vice Presidents, four Business Unit Presi- Professional Hygiene. conducted audit that the auditor submits dents and the Presidents of the three global in accordance with the EU Audit Regula- units. The working procedures for the tion. The Audit Committee informs the Board of Directors and terms of reference Board of its observations and the results issued by the Board of Directors to the Rules and regulations of the audit. The Audit Committee also President detail, for example, the division Certain internal rules and regulations Articles of Association examines and monitors the impartiality and of work between the Board and President. • • Working procedures of the Board of independence of the auditor. In respect to In consultation with the Chairman and Sec- Directors, including instructions for the this, particular attention is paid to whether retary of the Board, the President prepares Audit Committee and the Remuneration the auditor is providing the company with documentation and decision data for the Committee services other than auditing services. The Board’s work. • Terms of reference issued by the Board Committee also assesses the work of the to the President Code of Conduct auditor and provides proposals to the com- • 9. Business units and global units: • Policy documents and instructions (in pany’s Nomination Committee concerning Business units: areas such as finance, human resources, the appointment of auditor for the following • Consumer Goods, which offers con- sustainability, internal control, commu- mandate period. sumer tissue, baby care and feminine nication, pension and risk management Members of the Audit Committee are care in Europe, the Middle East and as well as for specific issues, such as not employed by the company and at least Africa. the processing of personal data, insider issues, conflicts