Corporate Governance Report 2018
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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, custom- ers, suppliers, creditors, society and employees. It must be structured in a way that supports the company’s long-term strat- egy, 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 2018 Annual Report. The report has been reviewed by the company’s auditors. Corporate governance, including Swedish Code of Corporate Governance Sustainability remuneration, pages 46–55. 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 The company’s sustainability report Group’s corporate governance and the Risk management, pages 33–38 forms part of the Board of Directors’ company’s management structure and Essity’s processes to identify and man- Report. The sustainability work helps organization. It also 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 regard- Group-wide level. The section dealing and investors, and contributes toward a ing remuneration and remuneration with risk management describes the more sustainable world. issues and Essity’s internal control are most significant risks and procedures also 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 6. Remuneration shareholders are entitled to attend, to 5. Audit Committee 4. Board of Directors have a matter considered and to vote for Committee all shares held by the shareholder. The 7. Internal audit company’s Board of Directors and auditor 8. President and CEO are elected at the Annual General Meeting 8. Executive (AGM). The AGM also resolves on the Management Team remuneration of the Board members and determines guidelines for the remuneration 9. Business units and global units of senior executives. Essity has two listed classes of shares: Class A and Class B shares. Every Class A share represents ten Board’s and President’s administration. The Board of Directors also includes three votes while every Class B share represents The auditor submits an audit report from employee representatives with deputies, one vote. There are no other restrictions on this review. who are appointed by the respective voting rights in respect of shares used by The audit is performed in accordance employee organizations under Swedish law. shareholders at the general shareholders with the Swedish Companies Act, Inter- Essity’s Articles of Association contain no meeting. 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 2018 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. consolidated financial statements and the than twelve members elected by the AGM. 46 Essity’s Annual and Sustainability Report 2018 Corporate Governance Report – Corporate governance 5. Audit Committee sales, sourcing, financial reporting, IT sys- established objectives and strategies, a The role of the Audit Committee, without tems, HR issues, various types of projects process that is also centrally coordinated. prejudice to the Board of Director’s respon- and compliance with Essity’s internal rules, The business units are responsible for their sibility and other duties, is to monitor the including the company’s Code of Conduct. operating results, capital and cash flow. The company’s financial reporting and provide The internal audit also offers internal con- business and earnings position is followed recommendations and proposals to ensure sultancy services in connection with inter- up by the entire Executive Management the reliability of reporting. With regard to nal control matters and risk management. Team on a monthly basis. Each quarter, the financial reporting, the Committee business review meetings are conducted overseas the effectiveness of the compa- 8. President and Executive during which the management of each ny’s internal control, internal audit and risk Management Team business unit personally meets with the management. The Audit Committee keeps Essity’s President and CEO is responsible President and the CFO. These meetings itself continuously informed about the for and manages the day-to-day adminis- function as a complement to the daily mon- audit of the annual report and consolidated tration of the Group and follows the Board’s itoring of operations. Through working pro- financial statements and where applicable guidelines and instructions. The President cedures and terms of reference, a number about the conclusions of the quality control and CEO is supported by the Executive of issues of material significance are placed by the Swedish Inspectorate of Auditors Management Team, see pages 54–55, the under the control of the CEO and the com- concerning the company’s external auditor. work of which is led by the President. The pany’s Board of Directors. Essity reports The Committee receives and addresses the Executive Management Team comprises its operations according to three business supplementary report to the audit report the President, four Group Function Senior areas: Personal Care, Consumer Tissue and concerning the conducted audit that the Vice Presidents, four Business Unit Presi- Professional Hygiene. auditor submits in accordance with the EU dents and the Presidents of the three global Audit Regulation and Directive. The Audit units. The working procedures for the Committee informs the Board of its obser- Board of Directors and terms of reference Rules and regulations vations and the results of the audit. The issued by the Board of Directors to the Certain internal rules and regulations Audit Committee also examines and mon- President detail, for example, the division • Articles of Association Working procedures of the Board of itors the impartiality and independence of work between the Board and President. • Directors, including instructions for the of the auditor. In respect to this, particular In consultation with the Chairman and Sec- Audit Committee and the Remuneration attention is paid to whether the auditor is retary of the Board, the President prepares Committee providing the company with services other documentation and decision data for the • Terms of reference issued by the Board to the President than auditing services. The Committee Board’s work. • Code of Conduct also assesses the work of the auditor and • Policy documents and instructions (in provides proposals to the company’s 9. Business units and global units: areas such as finance, human resources, Nomination Committee concerning the Business units: sustainability, internal control, commu- nication, pension and risk management appointment of auditor for the following • Consumer Goods, which offers consumer as well as for specific issues,