Corporate Governance Report 2019 Corporate Governance Report 2019
Corporate Governance Report 2019
A long-term approach, continuity and commitment
In the past year the work of the Board focused once again on the rapid changes in the market and in the world around us. These include changes in consumer behaviour, extensive blurring of industry lines and the digitalisation that is affecting most of the areas we work in.
Having previously talked about the fac- the pace of change is not going to slow born more than a hundred years ago. of ICA Gruppen’s various bonus pro- place, enabling us to continually follow To succeed in this it is essential to have tors in the future tense, we are now down. As far as ICA Gruppen is con- This perspective has a bearing on grammes for senior executives. The up on targets, internal control and risk an open and constructive dialogue doing so in the present. These major cerned, it is a matter of having the cour- everything we do – and is reflected assessment criteria send a clear signal management. between the Board and the Manage- changes are no longer ahead of us. age, will and capacity to continue devel- clearly in our strategy. Together with from the Board concerning the impor- The actual Board work has been ment Team. From the Board’s perspec- They are here and now – and they are oping. From the Board’s perspective we the ICA Management Team we have, tance of long-term, forward-looking characterised by a high level of com- tive, our experience is that this is in- fundamentally changing the arena in are in a good starting position. Since ICA during the year, identified several areas initiatives within areas that are abso- mitment, constructive dialogue and deed the case. I would also like to which we operate. Gruppen was formed in 2013, we have in which we need to make further con- lutely key for ICA Gruppen. By making an explicit ambition to dare to chal- express the Board’s appreciation of The Board’s overall tasks in this situa- purposefully adapted the Group struc- certed efforts going forward in order to the variable salary component a rela- lenge and think along new lines. The the commitment that has character- tion include deciding on targets, strate- ture to enable us to make the most of secure long-term sustainable and prof- tively large part of the total possible Board has performed its duties during ised, and is still characterising, the work gies and special initiatives from a long- the opportunities that arise in an ever itable growth. At Group level this remuneration, we aim to reinforce this the year through formal Board meet- throughout the organisation. It bodes term perspective. As a large Group, we more digital context. Combined with includes increasing our common focus further. ings, but also in various committees. well for the future. need to be consistent in our position extensive investments in digitalisation, sourcing, continuing our initiatives The fact that each Board member while at the same time designing in the our organisation and offering, we now within artificial intelligence and An ambition to think along new lines serves on at least one committee flexibility that will allow us to adapt rap- have a strong base to build on. We also advanced analytics, making the organ- One of the Board’s most important ensures participation and maintains Stockholm, February 2020 idly to changes. This is a challenge – but have the financial strength for further isation more agile, building smart food tasks is to apply well-adapted corpo- continuity between the formal it is also incredibly stimulating. initiatives and investments. ecosystems and raising our ambitions rate governance processes to create meetings. Claes-Göran Sylvén further in the area of sustainability. the right climate for a corporate culture Chairman of the Board The courage, will and capacity to A long-term approach and key Targets have been set for all areas that can help the Group and the busi- Drive and willingness to change continue developing step-change areas and the Board is monitoring develop- ness develop in the best possible way. One of the Board’s tasks is, of course, Nobody knows what the future will be. A long-term approach has been charac- ments closely. Performance in these To facilitate this we have well thought- to support the ICA Management The one thing we can be sure of is that teristic of ICA ever since the ICA Idea was areas is also an important component out routines and stable systems in Team and critically evaluate its work.
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Governance for value creation
1. Shareholders
Good corporate governance is about ensuring, on behalf of all shareholders, that ICA Gruppen 2. Nomination Committee 3. Annual General Meeting 4. Auditors AB (ICA Gruppen or the Company) is managed in a sustainable and responsible way and as effi- ciently as possible. The overall goal is to increase shareholder value and in so doing, meet the 5. Board of Directors requirements owners have with respect to their invested capital. The main external and internal Remuneration Investment Sustainability Second line Audit Committee control instruments for ICA Gruppen are the 11. 6. 7. Committee 8. Committee 9. Committee Swedish Companies Act, Nasdaq Stockholm’s of defence 12. Third line Rule Book for Issuers, the Swedish Corporate Gov- Group risk and of defence ernance Code (the Code), the Articles of Associa- control units Internal Audit tion, the rules of procedure for the Board of Direc- – Internal control tors, the instructions for the Board committees, – Group Risk 16. Sustainability Work Group 14. CEO 18. Reward Group the instructions for the CEO, including instructions Management on financial reporting, and the policies estab- Group Risk Management Retail Investment 17. 15. ICA Management Team 19. lished by the Board. ICA Gruppen’s Board of Committee Committee Directors is responsible for the Company’s organi- sational structure and the administration of the Company’s affairs. The CEO is responsible for ensuring that the day-to-day administration of 10. First line of defence the Company is carried out in accordance with ICA Gruppen’s operating companies and corporate departments the Board’s guidelines and instructions. In dia- logue with the Chairman of the Board, the CEO ICA Sweden Rimi Baltic Apotek Hjärtat ICA Real Estate ICA Bank ICA Insurance also compiles an agenda for Board meetings and is otherwise responsible for providing the meet- Group Accounting, Business ings with information documents and materials Legal Group Treasury & Tax Group IT Corporate Communication Planning & Controlling for use as a basis for decisions. Strategy and Business Group HR and ICA School Further information: Development • Swedish Companies Act, government.se • Nasdaq Stockholm, nasdaqomxnordic.com • Swedish Corporate Governance Code, bolagsstyrning.se • ICA Gruppen’s Articles of Association, icagruppen.se/en 13. Corporate culture
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Shareholders Nomination Committee
ICA Gruppen has been listed on ings each share carries entitlement to The rules for ICA Gruppen’s Annual General Meeting: paid by ICA Gruppen to the members general, have an appropriate compo- 1. Nasdaq Stockholm in the Large one vote and each person may vote 2. Nomination Committee were (i) proposal for a chairman for the of the Nomination Committee for sition characterised by diversity and Cap segment since 8 December 2005. for the full number of shares he/she adopted at the 2019 Annual General general meeting; their work and the members have breadth with respect to the expertise, The largest shareholder is ICA-handlar- represents. As of 31 December 2019 the Meeting. The Nomination Committee (ii) proposal for number of board established that there are no conflicts experience and backgrounds of the nas Förbund with a holding of 54%. Board of Directors had no outstanding is to consist of four members repre- members; of interest that would affect their members elected by the general The remaining 46% is owned by insti- authorisations from the Annual Gen- senting the Company’s shareholders. (iii) proposal for members of the assignment. The Chairman of ICA meeting. The Nomination Committee tutional investors and private individu- eral Meeting for the Board to issue new ICA Gruppen’s Chairman is to be Board of Directors; Gruppen’s Board, Claes-Göran Sylvén, also focuses on meeting the goal of als in Sweden and other countries. shares or acquire treasury shares. More co-opted onto the Nomination Com- (iv) proposal for Chairman of the was co-opted onto the Nomination having gender balance on the Board. None of these shareholders holds information on ICA Gruppen’s shares mittee. Two of the members are Board; Committee. The Nomination Commit- Based on the information received by more than 10% of the shares in the and shareholders can be found in the nominated by the largest shareholder (v) proposal for Board fees, broken tee met with CEO Per Strömberg and the Nomination Committee regard- Company, either directly or indirectly. section “Shares and shareholders” on and two by the next two largest down into amounts for the CFO Sven Lindskog who, along with ing the work of the Board of Directors The Company has one class of shares pages 71–73 of the Annual Report and shareholders. The largest sharehold- Chairman of the Board and other Claes-Göran Sylvén, provided infor- and the Audit Committee, as with equal voting rights and dividend on the Company’s website, icagruppen. ers in terms of votes are to be deter- Board members and as remu- mation on ICA Gruppen’s operations, described above, the Nomination entitlement. In voting at general meet- se/en. mined based on the list of registered neration for committee work; Board work and focus areas. The Committee has obtained a sound shareholders maintained by Euro- (vi) proposal for number of auditors; Nomination Committee was also pre- basis for determining whether the clear Sweden AB as of the last trading (vii) proposal for auditor or auditors, sented with the results of the 2019 composition of the Board is satisfac- day in August. If one or more of the and proposal for fees to be paid evaluation of the Board. The chair- tory and whether the Board has satis- shareholders that appointed mem- to the Company’s auditor or man of the Audit Committee, Cecilia factory expertise, breadth and experi- bers of the Nomination Committee is/ auditors; and Daun Wennborg, informed the Nomi- ence, and for making a proposal for are no longer among the three larg- (viii) proposed principles for the nation Committee about the work of the election of an auditor. Sharehold- est shareholders and the shareholder Nomination Committee. the Audit Committee and coopera- ers may submit suggestions and ICA-handlarnas Förbund or shareholders now among the tion with ICA Gruppen’s Accounting points of view on the work of the Swedish private three largest shareholders so The work of the Nomination department, and the evaluation of Nomination Committee prior to the individuals request(s), members appointed by Committee the audit work carried out by the 2020 Annual General Meeting. The Foreign financial the shareholder or shareholders no The composition of the Nomination Audit Committee in 2019. Nomination Committee’s proposals institutions longer among the three largest Committee was announced on 16 The Nomination Committee for the 2020 Annual General Meeting Swedish financial institutions shareholders shall resign and the September 2019 and consists of applied rule 4.1 of the Code as a are presented in the notice of the Other shareholder or shareholders now Tomas Emanuelz and Anna-Karin diversity policy. In so doing the Nomi- meeting. More information on the among the three largest shareholders Liljeholm representing ICA-handlarnas nation Committee gave consideration work of the Nomination Committee shall be entitled to appoint a member Förbund, Tommi Saukkoriipi repre- to the fact that the Board of Directors will be presented in the Nomination instead. The Nomination Committee senting SEB Investment Management shall, taking into account the nature Committee’s report prior to the 2020 is to present proposals regarding the and Lars Lönnquist representing of the Company’s business, its stage Annual General Meeting. following matters prior to the 2020 Spiltan Fonder. No compensation is of development and circumstances in
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Annual General Meeting Auditors Board of Directors
The general meeting of share- proxy, to vote at the meeting for or The auditor conducts an inde- The auditors attended one The Board is to administer the According to the Articles of Associa- 3. holders is ICA Gruppen’s highest against the proposals presented 4. pendent audit of the Compa- Board meeting to present KPMG 5. Company’s affairs in the inter- tion, ICA Gruppen’s Board of Direc- decision-making body. The general and to pose questions to the ny’s financial statements and deter- AB’s audit process for ICA Gruppen ests of the Company and all its tors is to consist of between five and meeting that is held within six months Board of Directors and the CEO. mines whether these, in all material and to give Board members an shareholders, and is to safeguard ten members elected by the Annual of the end of the financial year and respects, are correct and complete opportunity to ask questions and promote a good corporate cul- General Meeting. There are no other that presents the income statement Annual General Meeting 2019 and provide a fair presentation of the without the presence of the ICA ture. The duties of the Board include, rules in the Articles of Association and balance sheet is known as the The 2019 Annual General Meeting Company and its financial position Management Team. In addition, among other things: concerning the appointment or dis- Annual General Meeting (AGM). ICA was held on Thursday 11 April 2019 at and results. The auditor also exam- the auditors attended all of the • appointing, evaluating and, if missal of Board members. The CEO Gruppen’s Annual General Meeting is Quality Hotel Friends in Solna. In ines the administration of the com- meetings of the Board’s Audit needed, dismissing the CEO; makes presentations at Board meet- normally held in the Stockholm area. addition to shareholders, the meet- pany by the Board of Directors and Committee. • establishing the Company’s overall ings and the Company’s General In addition to decisions on the adop- ing was attended by ICA Gruppen’s CEO and make an overall review According to the Company’s Bill goals and strategy; Counsel is the secretary to the Board. tion of the income statement and bal- Board of Directors and ICA Manage- of the Company’s sustainability of Authority, the CFO in consultation • identifying how sustainability In addition to the AGM-elected ance sheet, the Annual General Meet- ment Team, as well as employees, reporting. with the Audit Committee is to issues affect the Company’s risks members, the Board has two ing also decides on, among other media representatives and a number According to the Articles of Asso- approve any assignments per- and business opportunities; employee representatives, each with things, the appropriation of earnings, of invited guests. The minutes from ciation the Annual General Meeting formed by the auditor over and • establishing the requisite guide- a deputy. the composition of ICA Gruppen’s the Annual General Meeting and is to appoint at least one but no above the audit. lines for how the Company is to The 2019 Annual General Meeting Board of Directors, fees for the Board related documents are available on more than two auditors or one or The Audit Committee evaluates behave in the community to re-elected Claes-Göran Sylvén and guidelines for remuneration to ICA Gruppen’s website, icagruppen. two authorised accounting firms. The the auditor annually to ensure that ensure its ability to create long- (Chairman), Cecilia Daun Wennborg, senior executives and also appoints se/en. accounting firm KPMG AB was the auditor’s objectivity and inde- term value; Fredrik Hägglund, Andrea Gisle external auditors. General meetings elected as auditor at the 2019 Annual pendence cannot be called into • ensuring that there are appropri- Joosen, Jeanette Jäger, Magnus are convened by being advertised in Annual General Meeting 2020 General Meeting for a term of one question. The auditor confirms ate monitoring and control sys- Moberg, Fredrik Persson and Anette Post- och Inrikes Tidningar (the Offi- The 2020 Annual General Meeting year. KPMG AB has therefore audited their independence annually in tems in place for the Company’s Wiotti. Göran Blomberg and Bengt cial Swedish Gazette) and by posting will be held on Thursday 21 April the Company’s financial statements the Auditor’s Report. operations and for the risks the Kjell left the Board. Lennart Evrell the notice of the meeting on the 2020 at Rigoletto, Kungsgatan 16, in for 2019. The Authorised Public Company’s faces in connection and Bo Sandström were elected as Company’s website, icagruppen.se/en. Stockholm. Shareholders who, no Accountant Helena Arvidsson Älgne with its operations; new members. Four of the AGM- When a general meeting is convened later than Wednesday 15 April 2020, has been the chief auditor. She • ensuring that there is satisfactory elected Board members are women this information is advertised in Sven- are registered in the share register replaced Thomas Forslund in control of the Company’s compli- and six are men. The Board is made ska Dagbladet, Dagens Nyheter and (maintained by Euroclear Sweden December 2019 as chief auditor after ance with laws and other regula- up of individuals with extensive and Dagens Industri. Shareholders who AB) and have notified the Company that he notified that he is leaving his tions that apply to the Company’s solid expertise in ICA’s affairs and in are registered in the share register of their intention to participate in the position at KPMG. In addition to ICA operations, and ensuring the Com- retail, business development, IT, cor- five working days prior to a general AGM are entitled to participate in Gruppen, Helena Arvidsson Älgne pany’s compliance with internal porate finance, corporate govern- meeting and who have duly notified the AGM, in person or by proxy. has significant audit assignments rules; and ance, sustainability and industry. The ICA Gruppen of their intention to with LKAB, Swedol, Knowit and HIQ. • ensuring that the Company’s infor- Board has ongoing professional
attend are entitled to participate in She has no assignments that impact mation procedures are correct, rel- training in areas that are relevant to the general meeting, in person or by her independence of ICA Gruppen. evant, reliable and transparent. ICA Gruppen. In 2019 the Board ↱
5 ICA GRUPPEN ANNUAL REPORT 2019 Corporate Governance Report 2019
↱ received training in various parts of the Independence of Board members ICA Gruppen and its management, alia, the risk-based audits performed on an ongoing basis on their work. The Committee’s evaluation of the Board’s operations such as property manage- Five of the Board’s members – Cecilia but not in relation to ICA-handlarnas by the Internal Audit department; see Committees are to be regarded as the composition. In 2019 the evaluation of ment, banking and insurance, sourcing, Daun Wennborg, Andrea Gisle Joosen, Förbund. the section Internal Audit. Board’s working committees and do the Board took the form of the members IT, marketing and HR. Jeanette Jäger, Lennart Evrell and The Board’s work is regulated in not assume the responsibility that is being interviewed by Alumni AB. The The CEO, CFO and secretary to the Fredrik Persson – are independent in The work of the Board the rules of procedure established by incumbent upon the Board as a whole. evaluation of the Board showed that the Board are not members of the Board, relation to ICA Gruppen, its manage- The main mission of the Board of the Board each year, and by applica- Ahead of each Board meeting doc- Board functioned well and that the but they do attend Board meetings ment and the principal shareholders. Directors is to establish the Company’s ble laws and regulations. Every year uments are distributed to the Board Board is a well-composed group of except in matters where a conflict Fredrik Hägglund and Bo Sandström overall goals and strategy, and the the Board decides on instructions for members via a virtual data room highly committed individuals. The mem- of interest may exist or where this is are independent in relation to ICA Chairman oversees the work of the the CEO and for the working commit- (VDR). The auditor in charge also has bers contribute broad expertise and otherwise not appropriate. Gruppen and its management, but not Board. The key issues for the Board to tees, as well as other policy docu- access to the VDR. The VDR offers have many years’ experience in various ICA Gruppen’s Annual General in relation to its principal shareholders address are strategy work, monitoring ments that provide guidance for ICA email management, a chat function areas that are relevant to ICA Gruppen’s Meeting is to vote on discharging the since they are employed by ICA-hand- and control of the Company’s opera- Gruppen’s employees. The rules of and voting procedures if needed, and operations. Board of Directors and CEO from liabil- larnas Förbund. Magnus Moberg and tions and risks, value creation and procedure and instructions now in also enables users to see when docu- ity for the accounting period for which Anette Wiotti are ICA retailers and monitoring the Company’s compliance place were addressed and formally ments are retrieved on an individual Conflicts of interest the accounting documents submitted members of the board of ICA-handlar- with external and internal rules and adopted at the Board meeting on 28 basis. Materials for Board meetings are ICA Gruppen’s Board of Directors has to the AGM pertain. Discharge from nas Förbund, and are considered to regulations. The processes for monitor- May 2019. The Board of Directors met saved electronically, including docu- decided that Board members and the liability is granted if, at the general be independent in relation to ICA ing and control of the Company’s risk 14 times in 2019. ments that are not attached to the CEO must not deal with matters relating meeting, shareholders representing a Gruppen and its management, but not are described in more detail in the sec- ICA Gruppen’s Board has four minutes. The minutes from committee to agreements between themselves majority of votes vote in favour of the in relation to the principal shareholder tion Risks and risk management on regular committees: the Audit meetings are distributed to all Board and the Company, nor matters between proposal, as long as no shareholder ICA-handlarnas Förbund. Claes-Göran pages 47–51 of the Annual Report. The Committee, the Remuneration Com- members, the CEO, the head of inter- the Company and third parties if the representing at least one tenth of all Sylvén is an ICA retailer and member of Board is monitoring of the Company’s mittee, the Investment Committee nal audit and to the chief auditor. person in question has a significant shares in the Company votes against ICA-handlarnas Förbund. He is consid- compliance with internal and external and the Sustainability Committee. The following items are usually on interest that could conflict with the the proposal. ered to be independent in relation to rules and regulations through, inter The Committees report to the Board the agenda of each Board meeting: Company’s interests. • Minutes of the previous meeting • Information on matters addressed by Remuneration to the the Board’s committees Board of Directors Annually recurring agenda items: • CEO’s report The Nomination Committee submits • CFO’s report proposals to the Annual General Meet- First quarter Second quarter Third quarter Fourth quarter • Quarterly reports from internal audit ing for resolutions on Board fees. The scrutiny and any action plans 2019 Annual General Meeting voted in • Year-end accounts • Annual General Meeting • Long-term plan (LTP) • Annual target (AT) favour of the Nomination Committee’s • Annual Report • Statutory board meeting • Interim report (second quarter) • Interim report (third quarter) Evaluation of the Board of Directors fee proposal. The Nomination Commit- • Matters to discuss ahead of the AGM • Appointment of committee members • Evaluation of the Board An evaluation of the Board of Directors tee’s remuneration proposals for the • Corporate governance documents of Directors is carried out every year in order to 2020 Annual General Meeting are pre- • Interim report (first quarter) • Evaluation of the CEO develop the work of the Board and sented in the notice of the meeting. provide a basis for the Nomination
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Board committees
Audit Committee Remuneration Investment Sustainability Committee Committee Committee
The Audit Committee, through whether the internal and external The Remuneration Committee is The Investment Committee is The Sustainability Committee’s 6. its work and in dialogue with auditors’ work is carried out effi- 7. responsible for the preparation 8. responsible for the review and 9. mandate is based on the Code’s the auditor, the head of the Internal ciently, independently and in a satis- and evaluation of issues regarding quality assurance of the documentary rules on the responsibility of the Audit department and the ICA Man- factory manner, and follows up on remuneration and other terms of basis for decisions on acquisitions and Board of Directors to establish guide- agement Team, is to provide the the Internal Audit department’s employment for the ICA Management divestments, including necessary risk lines for how the Company should Board with a good supply of infor- annual plan and strategic priorities. Team, including pay structures, pen- analysis. In addition, the Investment behave in society. The Committee’s mation on the Group’s operations. The Committee proposes measures sion plans, incentive programmes and Committee has an investment and duties include preparing policies on The purpose is to identify any short- that are adopted by the Board if so other terms of employment. The divestment mandate as set out in business ethics and sustainability, as comings in procedures and organi- required. The majority of the mem- Remuneration Committee also moni- the Company’s Bill of Authority. The well as sustainability reporting (annual sational structures based on govern- bers of the Committee are to be tors and evaluates remuneration pro- Investment Committee consists of and quarterly reports). The Commit- ance, risk management and control. independent in relation to the Com- grammes to senior executives, both Claes-Göran Sylvén (chairman), tee also works to monitor business The purpose of the Audit Commit- pany and the ICA Management those that are ongoing and those that Jeanette Jäger, Fredrik Persson and ethics and sustainability. The Sustain- tee’s work is to ensure that the Com- Team. At least one of the members were concluded during the year, and Bo Sandström. ability Committee consists of Cecilia pany’s executive management who is independent in relation to monitors and assesses the implemen- Daun Wennborg (chairman), Andrea establishes and maintains efficient the Company and the ICA Manage- tation of guidelines for remuneration Gisle Joosen and Fredrik Hägglund. procedures for internal governance, ment Team must also be independ- to senior executives as well as remu- risk management and control. These ent in relation to the Company’s neration structures and levels within are to be designed to provide rea- principal shareholders. The Audit the Company. The Remuneration sonable assurance in reporting Committee consists of Cecilia Daun Committee also makes preparations (financial reporting and operational Wennborg (chairman), Lennart for succession planning decisions. The risk) and compliance (laws, instruc- Evrell, Bo Sandström and Anette Remuneration Committee consists of tions and internal rules) and to Wiotti. The Company’s CFO is Claes-Göran Sylvén (chairman), ensure that the administrative pro- responsible for presenting informa- Andrea Gisle Joosen and Magnus cesses are appropriate and efficient. tion and the head of Internal Audit Moberg. The Audit Committee also examines serves as secretary.
7 ICA GRUPPEN ANNUAL REPORT 2019 Corporate Governance Report 2019
Board of Directors
Claes-Göran Sylvén Cecilia Daun Wennborg Lennart Evrell Andrea Gisle Joosen Fredrik Hägglund Jeanette Jäger
Born 1959 1963 1954 1964 1967 1969 Education Various courses of study (finance, Master of Science in Business and Eco- Master of Science in Engineering and Master of Science in Business and Master of Laws Studies in business and finance business management, leadership nomics Master of Science in Business and Economics, MSc International Business development etc.). Economics Elected 2013 2005 2019 2010 2013 2015 Other significant Chairman of the Board MQ Holding AB. Board member Getinge AB, Loomis AB, Board member Epiroc, Industriarbets Chairman of the Board Acast AB (publ). Board member Svensk Handel (Swedish CEO Bankgirot. assignments Board member Centrum Fastigheter i Bravida Holding AB, Hoist Finance AB, givarna (Swedish Association of Indus- Board member Dixons Carphone plc, Trade Federation). CEO ICA-handlarnas Norrtälje AB etc. ICA retailer, ICA Kvan- Oncopeptides AB, Sophiahemmet, trial Employers), SCA and Svenskt BillerudKorsnäs Venture AB and James Förbund. tum Flygfyren in Norrtälje. Hotell Diplomat AB, Atvexa AB and oth- Näringsliv (Confederation of Swedish Hardie Industries plc. ers. Member Aktiemarknadsnämnden Enterprise). (the Swedish Securities Council). Previous significant Chairman of the Board ICA AB. Board Vice President Ambea AB, CEO and Previously CEO Boliden, SAPA and Chairman of the Board Teknikmagasinet Board member ICA AB, Swedish Head of Marketing and Communica- positions member Svensk Handel (Swedish Trade CFO Carema Vård och Omsorg Aktie- Munters. AB. Board member Lighthouse Group Anti-Corruption Institute and Euro tions Tieto, VP Financial Services Federation). CEO Hakon Invest AB and bolag. Acting CEO Skandiabanken, AB, Elektronikbranschen Sverige and Commerce. Vice President and General Global Tieto, Capital Markets Global ICA-handlarnas Förbund. Head of Skandia Sweden and CEO Mr Green & Co AB etc. CEO Boxer TV Counsel ICA-handlarnas Förbund. Tieto, Product and Market Director SkandiaLink Livförsäkrings AB. Access AB, CEO Panasonic Nordic AB General Counsel Hakon Invest AB. TDC. CEO Inne AB. and Chantelle AB. Lawyer, Clifford Chance, Brussels. Assistant Lawyer, Linklaters. Total remuneration 1,300,000 825,000 650,000 650,000 600,000 600,000 2019/20, SEK Independence Independent in relation to the Company Independent in relation to the Com- Independent in relation to the Company, Independent in relation to the Company, Independent in relation to the Company Independent in relation to the and its management, but not in relation pany, its management and the Compa- its management and the Company’s its management and the Company’s and its management, but not in relation Company, its management and the to the Company’s principal shareholders. ny’s principal shareholders. principal shareholders. principal shareholders. to the Company’s principal shareholders. Company’s principal shareholders. Shareholding 657,889 shares (incl. related parties). 3,125 shares (incl. related parties). 2,000 shares (incl. related parties). 2,000 shares (incl. related parties). 17,067 shares (incl. related parties). 900 shares (incl. related parties). Committees Member of the Remuneration Committee Member of the Audit Committee Member of the Audit Committee. Member of the Remuneration Committee Member of the Sustainability Member of the Investment (chairman) and the Investment (chairman) and Sustainability and the Sustainability Committee. Committee. Committee. Committee (chairman). Committee (chairman). Board meetings 13/14 12/14 6/141 13/14 13/14 13/14 Audit Committee — 4/4 1/4 2 — — — Remuneration 6/6 — 6/6 — — Committee meetings Investment Committee 13/13 — — — 12/13 Attendance at at Attendance Sustainability Committee — 4/4 4/4 3/4 —
1 Board member since 11 April 2019. 2 Member of the Audit Committee since 11 April 2019.
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Board of Directors, cont.
Ann Lindh Deputy member Employee representative Magnus Moberg Fredrik Persson Bo Sandström Anette Wiotti Jonathon Clarke Magnus Rehn Unionen
Born 1966 1968 1975 1966 1968 1966 Born: 1964 Education: Upper secondary education Education Various courses of study (finance, Master of Science in Business and Master of Science in Business and Various courses of study (finance, Trained welder, studies in Upper secondary education business management, leader- Economics Economics and Master of Science business management, leader- labour law. Appointed: 2013 ship development etc.) in Engineering Physics ship development etc.) Previous significant positions: Employee representative, ICA AB. Elected 2008 2018 2019 2017 2013 2013 Total remuneration 2019/2020, SEK: – Other significant Chairman of the Board Nya Ulf- Chairman of the Board Confeder- CFO ICA-handlarnas Förbund. Vice Chairman ICA-handlarnas — — Independence: – assignments mag AB, Storbutiken i Falköping ation of Swedish Enterprise, JM Förbund. Elected representative AB and ICA-handlarnas Förbund. and Svenska ICC. Board member on boards and committees within Shareholding: 0 (incl. related parties). Board member Jomag AB etc. AB Electrolux, AB Hufvudstaden, ICA-handlarnas Förbund and ICA Attendance at meetings: CEO Storbutiken i Falköping AB. Ahlström Capital OY, Interogo Sweden. ICA retailer, ICA Kvan- Board meetings: 9/14 ICA retailer, Maxi ICA Stor- Holding AG and Nalka Invest AB. tum Arvika. Audit Committee: – marknad Falköping. Remuneration Committee: – Previous significant Chairman of the Board Köpet CEO Axel Johnson, Chief Analyst CFO Telia Sverige AB, SATS Group Various roles as elected repre- Employee representative, Employee representative, Investment Committee: – positions i Sandared AB. Board member Aros Securities, various positions AS and SAS Scandinavian Airlines sentative within ICA-handlarnas Handelsanställdas Förbund. Unionen. Moberg & Svensson i Sandared within ABB Financial Services. Sverige AB. Förbund and ICA Sverige AB. AB and Ulfmag AB. Marcus Strandberg Total remuneration 600,000 600,000 700,000 650,000 — — Deputy member 2019/2020, SEK Employee representative Handelsanställdas Förbund Independence Independent in relation to the Independent in relation to the Independent in relation to the Independent in relation to the — — Company and its management, but Company, its management and Company and its management, Company and its management, Born: 1966 not in relation to the Company’s the Company’s principal share- but not in relation to the Compa- but not in relation to the Compa- Upper secondary education principal shareholders. holders. ny’s principal shareholders. ny’s principal shareholders. Education: Appointed: 2013 Shareholding 50,000 shares 1,500 shares 0 shares 6,455 shares 0 shares 250 shares Previous significant positions: (incl. related parties). (incl. related parties). (incl. related parties). (incl. related parties). (incl. related parties). (incl. related parties). Employee representative, ICA AB. Committees Member of the Remuneration Member of the Investment Member of the Audit Committee and Member of the Audit Committee. Total remuneration 2019/2020, SEK: – Committee. Committee. the Investment Committee. Independence: – 2 Board meetings 14/14 13/14 8/14 14/14 14/14 13/14 Shareholding: 0 (incl. related parties). Audit Committee — — 3/4 3 4/4 — — Attendance at meetings: Remuneration 3/61 — — — — Board meetings: 13/14 Committee Audit Committee: – meetings Investment Committee — 11/13 7/13 4 — — — Remuneration Committee: – Attendance at at Attendance Investment Committee: – Sustainability Committee — — — — —
1 Member of the Remuneration Committee since 11 April 2019. 2 Board member since 11 April 2019. 3 Member of the Audit Committee since 11 April 2019. 4 Member of the Investment Committee since 11 April 2019.
9 ICA GRUPPEN ANNUAL REPORT 2019 Corporate Governance Report 2019
Rules and regulations
External rules Internal rules The Company has the following policies: • HR Policy • Business Ethics Policy As a Swedish public limited company ICA Gruppen has a number of internal • Data Protection Policy The HR Policy establishes the overall The Business Ethics Policy states that with securities listed on Nasdaq Stock- rules which, together with the external The Data Protection Policy describes framework in respect of employees the corporate culture is to be based holm, ICA Gruppen is, among other rules, form the framework for its opera- ICA Gruppen’s objectives for data of the Group. Among other things, it on responsibility, trust and high things, obliged to comply with the tions. The main rules are the Articles of protection and establishes that ICA states that to meet customers’ needs standards of professional behaviour. Swedish Companies Act, Nasdaq Association, the rules of procedure for Gruppen must comply with the rele- and expectations, the Group needs • Risk Management Policy Stockholm’s Rule Book for Issuers and the Board of Directors, the instructions vant data protection laws with a busi- to have employees with different The Risk Management Policy estab- the Code. for the Board committees, the instruc- ness perspective while retaining the backgrounds, experiences and com- lishes the principles for the Compa- tions for the CEO including instructions trust of customers, employees, share- petencies. ny’s management of risk (i.e. a future Deviations from the Code, stock on financial reporting, and policies. The holders and other stakeholders. ICA • Sustainability Policy uncertain event that may have a exchange rules or good stock market Company’s internal rules are based on Gruppen must also, throughout the The Sustainability Policy describes negative impact on the Company’s practice governing documents at four levels: organisation, have integrated, docu- ICA Gruppen’s overall vision for ability to achieve its business targets) The Company has not deviated from 1. Policies are issued by the Board of mented and continuous data protec- sustainability issues in the following and the level of risk-taking that ICA the Code or the stock exchange rules. Directors and establish overarching tion processes for the purpose of areas: the environment, health, qual- Gruppen can accept. Nor has the Company been the sub- rules for all employees. being able to prove compliance with ity, social responsibility and local • Tax Policy ject of a decision by the Disciplinary 2. Guidelines are issued by the ICA the relevant data protection legisla- production. The Tax Policy establishes the Com- Committee at Nasdaq Stockholm or a Management Team and establish tion and internal rules. • Insider Policy pany’s risk exposure relating to tax decision on infringement of good more detailed rules for all employees • Bill of Authority The Insider Policy establishes princi- taking into account the applicable practice in the stock market by Aktie- based on the applicable policy. The purpose of the Bill of Authority is ples for trading in ICA Gruppen’s tax rules. marknadsnämnden (the Swedish 3. Instructions are issued by the respec- to ensure that decisions on strategic shares and how the Company is to Securities Council). tive operating company and cover and operational matters are made by handle insider information. employees in that company. those who are authorised to do so by • Communication Policy 4. Procedures may be established by a the Board of Directors. The Communication Policy describes department, business area or func- • Financial Policy the principles for the Company’s tion for employees in that area. The Financial Policy establishes the internal and external communication Board’s financial risk level and for the purpose of promoting uni- defines objectives and guidelines for form, clear and effective communica- the Group’s financial management. tion between the Company’s The policy defines the responsibility employees and between ICA and procedures for reporting and Gruppen and its external stake internal control that apply to financial holders. management.
10 ICA GRUPPEN ANNUAL REPORT 2019 Corporate Governance Report 2019
ICA Gruppen’s model for internal control The first line of defence
The basis of effective risk manage- The CEO is responsible for the The first line of defence con- also ensure that monthly, quarterly Company manages taxation within Office also establishes objectives for ment is a strong and Group-wide risk day-to-day task of maintaining effi- 10. sists of the Group’s opera- and annual reports are produced in a the framework of applicable tax laws data protection activities, highlights culture. ICA Gruppen’s model for cient governance and control at an tions (ICA Gruppen’s operating com- manner that provides an accurate and regulations. risks at a general level and establishes internal control and governance is overall level. The CEOs of the operat- panies) and of ICA Gruppen’s depiction of the Company’s financial a framework for how the operating based on three lines of defence. It ing companies are each responsible corporate departments (except the situation and business activities, and Legal companies are to comply with the describes the division of respons for maintaining good internal control risk and control units). The operating that reporting processes are in com- The role of Legal is to create good data protection legislation in force ibility for internal control and gov- within their segment. companies are responsible within pliance with laws and regulations. conditions for the Company to and monitor their data protection ernance. their respective areas for maintaining achieve its business targets taking procedures. The Board is responsible for good internal control and for thereby Group HR and ICA School into account the risks that those ensuring that there are processes in identifying and managing risk. The The Group HR and ICA School are targets involve, and to ensure that Strategy and Business Development place to identify and define the risks corporate departments are to support responsible for the Group’s HR strat- the business is run in compliance The Strategy and Business Develop- within the organisation, and to the operations and the ICA Manage- egy. This includes overall responsibil- with laws as well as external and ment department, in cooperation with measure and control risk-taking. ment Team, and ensure that there is ity for processes relating to the organ- internal rules. the CEO and the ICA Management good internal control and that identi- isational structure, recruitment, HR Team is responsible for developing fied risks are managed. management, compensation, and Corporate Communication the Group’s common strategy. It also skills and leadership development. The Corporate Communication runs Group-wide strategic projects Corporate departments department is responsible for the and M&A activities. Also part of this Corporate Responsibility Group IT Group’s corporate communication. At department is the CDO (Chief Digital Board of Directors ICA Gruppen’s Corporate Responsibil- Group IT is responsible for developing the corporate level the department is Officer) unit, which designs the ity (CR) department supports each of Group-wide capabilities and synergies responsible for providing strategic Group’s digital strategy and drives the operating companies in the within IT. The department leads the advice and managing the Company’s and supports Group-wide digital CEO implementation of the Company’s work on the Group-wide IT strategy, communication planning and activi- development, such as ICAx innovation goals in the area of sustainability and monitors whether the Group is com- ties. The department handles all types hub, e-commerce cooperation also assists the Sustainability Work plying with the strategy in the short of communication – from contacts between ICA Gruppen’s operating First line Second line Third line Group. The CR department monitors and long term, and is responsible for with the media and community con- companies and applications that of defence of defence of defence management systems, activities and the Group’s IT framework. tacts to internal communication. It is involve automation, AI and big data. ICA Gruppen’s Risk and control Internal Audit KPIs relating to sustainability within not, however, involved in customer operating companies units Independent the Group and prepares information Group Treasury & Tax communication activities and Own and manage risk Support the first internal audit and supporting documents for the Group Treasury & Tax manages the advertising. Corporate line of defence and department. Company’s sustainability reporting. Company’s financial and fiscal issues. departments provide informa- The department is responsible for the Privacy Office Support the operat- tion to the ICA Group Accounting, Business Plan- Company’s financial administration The Privacy Office is a Group-wide stra- ing companies and Management ning & Controlling (GAC) and must also ensure, among other tegic department that coordinates ICA the ICA Management Team. GAC is responsible for managing and things, that the Company follows the Gruppen’s data protection processes Team. controlling all processes relating to established guidelines that the Com- and offers legal expertise to the operat- accounting, business planning and pany has decided upon regarding ing companies in matters relating to control within ICA Gruppen. GAC must levels of financial risk, and that the processing personal data. The Privacy
11 ICA GRUPPEN ANNUAL REPORT 2019 Corporate Governance Report 2019
The second line of defence The third line of defence Corporate culture
In the second line of defence Group Risk Management (GRM) The third line of defence is efficiency and improve ICA Gruppen’s ICA Gruppen’s corporate cul- ate superior, safety officer or the HR 11. are the Group’s risk and con- The role of GRM is to create good 12. Internal Audit. Internal Audit is processes. It is the responsibility of the 13. ture is based on the vision of department. It is also possible to trol units, which are tasked with conditions for long-term and efficient a department for independent review respective management teams within making every day a little easier and anonymously report issues through supporting the first line of defence risk management and security activi- and control and is examining the effi- ICA Gruppen’s operating companies on the Group’s values of simplicity, the Company’s online whistleblower and providing information to the ICA ties within ICA Gruppen. GRM coordi- ciency and reliability of the Group’s to put in place appropriate action commitment and entrepreneurship. service, or to the head of the Compa- Management Team. These functions nates the Group’s risk management internal governance and control. plans based on the recommendations These values are the foundation for ny’s Internal Audit department. are carried out by the Internal Control work and monitors compliance with Internal Audit has been commis- made by Internal Audit. An important ensuring the Company has commit- ICA retailers, i.e. business owners and Group Risk Management depart- the Group’s framework for risk man- sioned by the Board to review corpo- aspect of the work of Internal Audit is ted and talented employees who in operating ICA stores (not employees ments. agement. It also supports the sub rate governance, risk management to conduct a quarterly review of the turn ensure that ICA Gruppen has effi- of ICA Gruppen), are responsible for sidiaries and strengthens the Group’s and the governance and control of established action plans. cient corporate governance and risk ensuring that their business is in com- Internal Control risk management through training, by ICA Gruppen’s business processes. Internal Audit conducts quarterly management procedures. Simplicity pliance with external and internal Within ICA Gruppen the Internal Con- developing tools, by carrying out risk The mandate of the Internal Audit meetings with the ICA Management means an approach in which the rules. The Company and the ICA retail- trol department is tasked with coordi- analysis for specific risk areas and by department covers all operations Team (IMT Audit Update) which employees are transparent and hon- ers’ membership organisation, nating and supervising internal gov- proposing measures to manage within ICA Gruppen in Sweden and include a review of the results of est in their interactions and trust each ICA-handlarnas Förbund, have ernance and control over financial identified risks. the Baltic countries. Each year the audits completed during the quarter, other. Commitment means taking together created an accountability reporting within the Group. Internal Audit Committee draws up a risk- follow-up of action plans relating to responsibility for what we do, for the board tasked with addressing matters control over financial reporting is based plan for Internal Audit’s work to audits completed previously and dis- Company’s community and for the relating to the commitments of the aimed at managing the risk of mate- ensure that it focuses on the areas cussion regarding future audits. Inter- shareholders, which promotes good ICA retailers and their responsibilities rial errors in financial reporting with a where the most value can be added nal Audit also reports quarterly to ICA governance within the Company. pursuant to the statutes of ICA-hand- reasonable degree of certainty and to ICA Gruppen. In 2019 Internal Gruppen’s Audit Committee, which in Entrepreneurship enables us to create larnas Förbund. The accountability ensuring compliance with laws and Audit’s reviews covered programmes turn reports to the Board. This report- opportunities and take action. It also board can issue reminders or warn- regulations that are of significance for for change that are in progress as well ing covers the audit work carried out means that we are driven by a con- ings and can expel members from financial reporting. The department as core processes within ICA Gruppen. over the past quarter and the status stant desire to improve and take ICA-handlarnas Förbund. identifies business-critical processes In addition, it examined areas such as of the action plans. Internal Audit also responsibility for ensuring good cor- and key controls within the Group that data security, business continuity prepares a report annually which is porate governance, while paying are to be evaluated regularly. The planning, e-commerce, sustainability presented to the Board. attention to the risks associated with evaluation is based on periodic and compliance with external regula- the business. self-evaluation and selective quality tions. Store audits constitute a special All employees have a responsibility review processes. The results are com- area within the review of business for ensuring the Company complies piled in reports and submitted by processes. The observations and rec- with external and internal rules, and Internal Control to the operating com- ommendations made by Internal to take action if the Company in is in panies, the ICA Management Team Audit aim to reduce the level of risk any way non-compliant. To do this and the Audit Committee. within a business area and to increase employees can contact their immedi-
12 ICA GRUPPEN ANNUAL REPORT 2019 Corporate Governance Report 2019
ICA Gruppen’s work on business ethics
ICA Gruppen’s ethics and anti-corrup- Internal and external framework business ethics, and these are to be responsibility are conducted in accord- dilemmas. Additional information is also tion efforts are of crucial importance, for business ethics followed by all employees. The basis ance with the Group’s Business Ethics provided on an ongoing basis to spread and the Company takes active steps to Efforts to prevent business ethics risks for good business with and within ICA Policy and guidelines. awareness about business ethics within maintain a high level of trust among are based on both external frame- Gruppen is defined in the Business Managers within the Group are the Group. customers, suppliers, employees, part- works and internal rules and guide- Ethics Policy and the Sustainability Pol- responsible for ensuring that the poli- ners, shareholders and the community lines. The external frameworks include icy. The Group’s suppliers and partners cies and their guidelines are imple- Whistleblower service in general. the laws and regulations applicable to are expected to follow the intentions of mented within the organisation ICA Gruppen’s external, web-based Business ethics are an integrated the business, industry practice and these and act ethically and responsibly. according to ICA Gruppen’s internal whistleblower service allows employees aspect of the recurring risk assess- general good practice. ICA Gruppen’s Suppliers and partners undertake to rules framework. to anonymously report any irregularities ments that are made. work on business ethics is also based meet ICA Gruppen’s requirements set Each employee is responsible for that they believe contravene laws, rules on the Company’s support of the UN out in agreements. following governing documents and or important position statements in ICA Anti-corruption work Global Compact, the UN Global Goals thereby helping to promote a sound Gruppen’s governing documents. The As a major player with operations in and the Swedish Anti-Corruption Insti- Responsibility and governance culture of business ethics within the whistleblower service has clear rules several countries and suppliers spread tute’s Code of Business Conduct. ICA Gruppen’s Board of Directors sets Group. and procedures for how to handle any across much of the globe, ICA The internal rules include ICA the Business Ethics Policy and makes issues reported. In 2019 the whistle- Gruppen is exposed to risks relating to Gruppen’s Business Ethics Policy and revisions to it. Matters of an ethical Training and follow-up blower service was available to employ- corruption and fraud. Neither ICA its associated guidelines. The Business nature are addressed by the Compa- ICA Gruppen has produced internal ees in Sweden (except those working Gruppen nor its management accepts Ethics Policy describes ICA Gruppen’s ny’s Sustainability Work Group and online training to ensure that all for individual store companies), in the any form of corruption, bribery or anti-corruption stance and guidelines, referred to the Sustainability Commit- employees are familiar with and act in Baltic states and in Asia. unethical business practices and including how to approach gifts and tee within ICA Gruppen’s Board. Moni- accordance with the Business Ethics active steps are taken to ensure that benefits, conflicts of interest and fair toring of the performance of operating Policy. The training is mandatory for this does not occur. ICA Gruppen competition. In addition to the Busi- companies is carried out according to all white-collar employees within the works in accordance with a business ness Ethics Policy and associated ICA Gruppen’s established process for Group and is also available to other ethics governance model that has guidelines, there are also internal monitoring compliance with policies employees. The number of employees been applied within the Group since guidelines regarding corporate hospi- and guidelines. Business ethics aspects who have completed the online 2015. This includes the Business Ethics tality, meetings and travel. are also included in the annual risk training is monitored and reported Policy and its guidelines and proce- ICA Gruppen’s Business Ethics Policy analysis that is carried out by each internally. dures to monitor compliance with specifies that the Group is to act and company within the Group. To complement the online training, these, the whistleblower service, risk be perceived as a responsible and pro- The members of the ICA Manage- classroom-based courses are provided analysis, training, communication and gressive actor. The policy includes ment Team have a responsibility to to the groups of employees who are reporting. guidelines and principles relating to ensure that activities in their area of the most exposed to business ethics
13 ICA GRUPPEN ANNUAL REPORT 2019 Corporate Governance Report 2019
CEO ICA Management Team
CEO Per Strömberg is Alongside CEO Per Strömberg, 16. Sustainability Work Group pany to provide competitive remuner- designed pension plans the maximum groups and maximum cost. 14. responsible for the day-to- 15. the members of the ICA Man- The Sustainability Work Group man- ation packages in line with market pension premium is 35% of annual Based on the rules that apply to var- day administration of the Company agement Team are the CFO, Chief HR ages and prepares information on terms for senior executives so that the basic salary and holiday supplement. iable remuneration schemes at credit in accordance with the guidelines Officer, Chief Strategy and Business sustainability and is headed by Chief Company can recruit, develop and The premium/costs for collectively institutions, the CEO of ICA Bank is not and instructions issued by the Board. Development Officer, Chief Informa- Corporate Responsibility Officer retain senior executives with relevant agreed pension plans is in accordance included in the bonus programmes In dialogue with the Chairman of the tion Officer, Chief Corporate Commu- Kerstin Lindvall. experience and advanced leadership with the rules of the specific collec- that apply to other senior executives Board, the CEO also compiles an nication Officer, Chief Corporate skills. The total remuneration package tively agreed pension plan. within the Group which were adopted agenda for Board meetings and is Responsibility Officer and the CEOs of 17. Group Risk Management consists of the following components: Senior executives who are locally after 31 December 2016. The loss of this responsible for providing the meet- ICA Sweden (also Deputy CEO of ICA basic salary, pension benefits, variable employed in a country other than bonus is taken into account when the Committee ings with information documents Gruppen), Apotek Hjärtat, Rimi Baltic, remuneration in the form of cash Sweden have pension agreements total remuneration package is estab- The Group Risk Management Com- and material as a basis for decisions. ICA Real Estate and ICA Bank. The ICA bonus, severance pay and other in line with national norms but that lished for the CEO of ICA Bank, within mittee has overall responsibility for In addition, the CEO must ensure Management Team meets regularly to remuneration and benefits. are also in line with the principles the framework of applicable guide- maintaining an overview of the that the members of the Board discuss matters relating to, for exam- The remuneration principles are to described above. Special pension lines. The CEO of ICA Bank is still, how- Group’s risk exposure by providing receive information on ICA Gruppen’s ple, corporate governance, reporting motivate senior executives to improve agreements are entered into in the ever, covered by the long-term bonus guidance and governance, and for performance in order to make well- and strategy. In addition, the ICA Man- the Group’s market position and earn- case of postings abroad. programme adopted in 2016. reporting on significant changes in founded decisions. The Board has agement Team prepares information ings, and are to be linked to long-term the risk profile. The Committee is approved Per Strömberg’s significant on matters where the rules of proce- growth in shareholder value. Variable • Bonus – Annual bonus programme headed by CFO Sven Lindskog. assignments and financial commit- dure state that a decision by the remuneration is also to be linked to pre- The CEO and other senior executives in Bonuses according to the 2019 annual ments outside the Company, such as Board is required, and assists the CEO determined and measurable criteria. the Group, with the exception of the bonus programme are not to exceed his positions as a member of the in executing decisions made by the 18. Reward Group The levels of remuneration paid to CEO of ICA Bank, are covered by two 50% of annual salary for the CEO of ICA steering group for GEN-PEP and as a Board. In addition to their collective The Reward Group addresses and senior executives are to be compared variable remuneration schemes in the Gruppen and 25% for other senior exec- board member of Byggmax AB, The responsibility for the management of prepares information on matters relat- annually with the levels of remunera- form of a cash bonus, one of which utives. The targets set in the bonus pro- Consumer Goods Forum, EuroCom- the Company, each member of the ing to employment terms for employ- tion paid to executives with similar runs for one year (annual bonus pro- gramme are to be based on financial merce and ICC Sweden. The CEO has ICA Management Team bears individ- ees and is headed by the Chief HR responsibilities in other companies. gramme) and the other for three years performance targets, but performance no significant shareholdings or pro- ual responsibility for his or her respec- Officer Petra Albuschus. In summary, the remuneration paid (long-term bonus programme). The may also be measured against non-fi- prietary involvement in companies tive area of the Company. At the to senior executives is made up of the size of the aggregate bonus is maxim- nancial targets linked to ICA Gruppen’s with which the Company has signifi- beginning of each financial year the 19. Retail Investment Committee following components: ised per person and year at the equiv- strategies. Individual bonus agreements cant business ties. An evaluation of ICA Management Team assesses its The Retail Investment Committee alent of 50% of annual salary (100% for are to be entered into with each respec- the CEO was carried out by the work, focusing on the quality of deci- addresses and prepares information • Basic pay the CEO). Bonus is not pensionable tive participant. The terms of these Board in 2019 without the CEO and sions, agendas, the meeting structure, on investment-related matters and is Basic pay is to be on market terms unless otherwise stated in the collec- bonus agreements depend on the par- other members of management effectiveness and the ICA Manage- headed by CEO Per Strömberg. and based on skills, responsibility and tive bargaining agreement. ticipant’s position when the agreement being present. ment Team’s overall performance. performance. Payment of bonus is to be contin- is entered into. The bonus outcome is Remuneration to senior executives gent upon the participant’s employ- determined annually in connection with Committees supporting the ICA Guidelines for 2019 • Pension ment not ending during the term of the publication of the year-end report Management Team The Company’s guidelines for remu- Senior executives may be covered by the programme. The Board of Directors for each financial year, based on an In support of the ICA Management neration to senior executives, adopted an individually designed defined con- decides on an annual basis whether evaluation of the participants’ perfor-
Team’s work, four committees have tribution pension plan or a collectively new programmes will be launched and mance in relation to the targets as at the 2019 Annual General Meeting, ↱ been established: state that it is important for the Com- agreed pension plan. For individually determines the financial targets, target described in the bonus agreements.
14 ICA GRUPPEN ANNUAL REPORT 2019 Corporate Governance Report 2019
↱ – Long-term bonus programme If a senior executive resigns, the Com- ICA Management Team Bonuses based on the long-term bonus pany may in certain cases choose to apply programme are not to exceed 50% of a non-competition clause. During the annual salary for the CEO and 25% for period the non-competition clause CEO ICA Gruppen other senior executives. The targets for applies, the Company will pay compensa- Per Strömberg the bonus programme are to be linked tion equivalent to a maximum of 60% of to both absolute and relative perfor- fixed salary. Severance pay and compen- mance requirements. Fulfilment of the sation paid during the non-competition absolute performance requirements period will not be pensionable. CFO Chief Strategy and Business Development Officer accounts for 60% of the maximum out- Sven Lindskog Anders Bärlund come in the long-term bonus pro- • Terms for postings abroad gramme and pertains to: In the case of postings abroad special (i) operating margin excluding items terms are to be offered. The structure of Chief Information Officer Chief Corporate Communication Officer affecting comparability, these terms is to be in line with the guide- Maria Lundberg Björn Olsson (ii) return on capital employed (ROCE) lines for remuneration to senior executives. in the Group excluding ICA Bank, (iii) net sales increase, and • Other remuneration and benefits Chief HR Officer Chief Corporate Responsibility Officer (iv) reduction in greenhouse gas emis- Other remuneration and benefits are to Petra Albuschus Kerstin Lindvall sions excluding carbon offset. be of limited value in relation to the total remuneration package and in line with The relative performance criteria market norms. account for the remaining 40% of the CEO ICA Sweden, maximum outcome for the long-term • Deviating terms for certain senior CEO Rimi Baltic CEO ICA Real Estate CEO ICA Bank CEO Apotek Hjärtat Deputy CEO ICA Gruppen bonus programme and relate to the executives Edgar Sesemann Lena Boberg Marie Halling Anders Nyberg Anders Svensson Company’s position in a comparison Two senior executives have terms that group consisting of 10 other companies deviate from the guidelines for senior running similar operations. The outcome executives described above. These are is dependent on the Company’s ranking described in the guidelines adopted at in this comparison group in terms of: the 2019 Annual General Meeting: (i) net sales increase, and – One senior executive has deviating (ii) operating margin. terms regarding severance pay and • Special circumstances posal for new guidelines will be in line ers and sustainability. The new guide- Further information deductibility of severance pay. The Board may deviate from the with the Company’s implementation of lines are being established in light of More information on fixed and variable • Terms relating to termination of – As of 1 January 2019 the employment of stated guidelines if there is particular the current guidelines for renumera- new legal requirements that have been remuneration is available on the Com- employment and severance pay the CEO of Rimi Baltic transitioned from reason to do so. tion to senior executives and shall aim implemented as a result of the EU pany’s website, in the Board’s account A mutual notice period of six (6) being a limited-term posting abroad to to provide a clear framework for remu- Shareholder Rights Directive (Directive of the Remuneration Committee’s months applies to senior executives. local employment in Latvia. After the Proposal to the 2020 Annual neration and to have the appropriate (EU) 2017/828 of the European Parlia- evaluation according to the Code, in Severance pay corresponding to a max- transition to local employment the CEO General Meeting degree of flexibility considering that ment and of the Council). The Board’s the notice of the Annual General Meet- imum of 12 months of basic cash salary of Rimi Baltic is receiving a monthly pay The Board is proposing to the 2020 the levels and form of remuneration final proposal for the new guidelines is ing and in Group notes, Note 4. may be payable to senior executives if supplement to compensate for the loss Annual General Meeting that new shall benefit the Company’s strategy, presented in the notice of the Annual the Company terminates the employ- of pension provisions and other benefits guidelines for remuneration to senior long-term interests, including long- General Meeting. ment. Severance pay is deductible. related to the posting abroad. executives are adopted. The pro- term value creation for the sharehold-
15 ICA GRUPPEN ANNUAL REPORT 2019 Corporate Governance Report 2019
ICA Management Team
Per Strömberg Petra Albuschus Lena Boberg Anders Bärlund Marie Halling Sven Lindskog
CEO ICA Gruppen. Chief HR Officer (CHRO) ICA Gruppen. CEO ICA Real Estate. Chief Strategy & Business Development CEO ICA Bank. CFO ICA Gruppen. Employed at ICA and member of ICA Employed at ICA since 2008 and member Employed at ICA since 2007 and member Officer (CSO) ICA Gruppen. Employed at Employed at ICA and member of ICA Employed at ICA and member of ICA Management Team since 2012. of ICA Management Team since 2015. of ICA Management Team since 2010. ICA and member of ICA Management Management Team since 2014. Management Team since 2014. Team since 2019.
Born 1963 1968 1970 1979 1963 1963
Education Master of Science in Business and Master of Science in Engineering Master of Science in Business and Master of Science in Engineering Master of Laws Master of Science in Business and Economics Economics Economics
Other Board member Byggmax AB, The Con- Board member Electra Gruppen AB Board member Rikshem AB (publ). — Deputy board member Svenska — assignments sumer Goods Forum, EuroCommerce and (publ). Bankföreningen (Swedish Bankers’ ICC Sweden. Member of the Steering Association). Group for GEN-PEP.
Experience President and CEO Lantmännen (2007– SVP Logistics ICA Sweden (2008–2015). CFO ICA Real Estate (2007–2011) and McKinsey & Company (2004–2019), Swedbank (2005–2014), including as CFO Höganäs Group (2007–2014). CFO 2012) and Sardus AB (2006–2007). Kraft Procter & Gamble Nordic (1993–1998, 2005– Skandrenting AB (1999–2007). Project focusing on retail and consumer goods. head of the Eastern region and member Sardus Group (2006–2007). CFO Unile- Foods (1988–2006), including as CEO 2008), Procter & Gamble UK (1998–2001), Manager and Consultant Knowit AB Partner since 2013. Most recently respon- of Swedbank’s Group Executive Commit- ver Nordic (2005–2006). Other senior Kraft Foods Sweden, CEO Kraft Foods Procter & Gamble ETC Belgium (2001–2005), (1999). Financial Manager Hagströmer sible for McKinsey’s work involving the tee, head of Retail Banking and Private positions at Unilever Nordic (1998– Denmark, Business Development Direc- including as Director of Logistics, Nordics. & Qviberg Fondkommission AB (1996– retail sector’s digital and commercial Banking. FöreningsSparbanken (1996– 2004). Unilever global head office, tor Kraft Foods International, London. 1998), Financial Manager Nordien System transformation in Asia, based in Manila in 2005), including as head of Corporate the Netherlands (1996–1998). Unilever Various managerial positions at Kraft AB (1995). the Philippines. Banking FöreningsSparbanken Hungary (1994–1996). Unilever Sweden Freia Marabou, Sweden. Stockholm. (1989–1993).
Shareholding 14,070 shares (incl. related parties). 1,690 shares (incl. related parties). 1,914 shares (incl. related parties). 0 shares (incl. related parties). 3,250 shares (incl. related parties). 2,100 shares (incl. related parties).
16 ICA GRUPPEN ANNUAL REPORT 2019 Corporate Governance Report 2019
ICA Management Team, cont.
Kerstin Lindvall Maria Lundberg Anders Nyberg Björn Olsson Edgar Sesemann Anders Svensson
Chief Corporate Responsibility Officer Chief Information Officer (CIO) CEO Apotek Hjärtat. Chief Corporate Communication Officer CEO Rimi Baltic. CEO ICA Sweden and Deputy CEO (CCRO) ICA Gruppen. ICA Gruppen. Employed at ICA and member of ICA (CCCO) ICA Gruppen. Employed at ICA since 1999 and (DCEO) ICA Gruppen. Employed at ICA since 1997 and Employed at ICA since 2015 and Management Team since 2015 (CEO of Employed at ICA since 2004 and member of ICA Management Team Employed at ICA and member of ICA member of ICA Management Team member of ICA Management Team Apotek Hjärtat since 2009). member of ICA Management Team since 2008. Management Team since 2009. since 2016. since 2018. since 2009.
Born 1971 1968 1956 1971 1961 1964
Education Agronomist Master of Science in Engineering Studies in business and finance, DIHR Master’s degree in Political Science, Diploma in Market Economics Master of Science in Business and Economics and Commercial Law Economics
Other Chief Corporate Responsibility Officer — Board member Swedish Pharmacy — Board member Stockholm School Chairman Svensk Handel AB (Swedish assignments ICA Sverige AB. Board member UN Association. of Economics in Riga Foundation Trade Federation). Board member Global Compact Sweden and member (SSE Riga). Stadium AB, Swedish Food Retailers of Monitoring Board of the Swedish Federation and Confederation of Chemicals Agency. Swedish Enterprise.
Experience ICA Sweden (1997–), including as Chief CIO ICA Sweden (2015– 2017), Head of Deputy CEO ICA AB (2006–2008) and Head of Media Relations/Acting Head ICA, including as CEO Rimi Estonia Arla Foods (2002–2009), including as Corporate Responsibility Officer (2010-), Development Axfood IT (2011–2015), Axfood (2001–2005). ICA (1992–2000), of Communications, Svensk Handel (2008), Sourcing Director ICA AB, ICA SVP Arla Foods Consumer Nordic, Head of Environment & Social Responsi- SVP Tieto Sweden AB Head of Retail & Deputy CEO ICA Sweden, SVP Strategy & (Swedish Trade Federation) Sverige AB and ICA Handlarnas AB Managing Director Arla Foods Sweden. bility (2002– 2009), Quality Specialist Services (2008–2010), other senior roles Business Development, CEO ICA Öst. (2000–2003). (1999–2008). Business Unit Director Procter & Gamble Nordic and Procter (1999–2001) and Head of Environment within Tieto (1999–2008). Åhléns (1988–1992), Regional Manager/ Grocery KF Stormarknader (1992–1998). & Gamble UK (1993–2002) including as (1997–1999). Swedish Board of Agricul- Marketing Manager Livs. Chairman Category Director B&W Stormarknader Director of Logistics, Nordic, and Sales ture, coordinator for EU funding Swedish Pharmacy Association (1990–1992). Departmental Manager Director, Sweden. Andersen Consulting (1996–1997). (2012–2016). B&W Falkenberg and B&W Täby (1988–1993), Consultant. (1986–1990).
Shareholding 750 shares (incl. related parties). 0 shares (incl. related parties). 12,035 shares (incl. related parties). 1,923 shares (incl. related parties). 3,100 shares (incl. related parties). 4,740 shares (incl. related parties).
17 ICA GRUPPEN ANNUAL REPORT 2019 Corporate Governance Report 2019
Data protection within ICA Gruppen
ICA Gruppen continues to drive its data geographic and sectoral areas where not insignificant amount of personal accordance with ICA’s risk management being implemented in the operations. All protection work with the aim of creating the Company operates. data have a Data Protection Officer process. members of the ICA Management Team trust by always making individuals pri- A vital part of maintaining and devel- (DPO), a data protection unit, a personal During the year the Privacy Office have a responsibility to ensure that vacy at the heart of our efforts. The work oping the Group’s data protection work data controller for each particular busi- and the Group’s Data Protection Officers activities in their area of responsibility is structured and continuous, and is led is the administrative structure that has ness area and supporting Data Protec- worked to establish a Privacy Manage- are conducted in accordance with the by the Company’s Privacy Office along been established. The structure is based tion Guardian(s) (DPG). These are to ment Programme for monitoring and GDPR and the Data Protection Policy with the Data Protection Officers in the on the fact that responsibility for data ensure that the company in question verifying compliance in the Group. The with its associated guidelines. Group. For 2019 this involved, among protection lies with the operations handles personal data in compliance Head of Privacy Office reports on the A process has been established other things, work to maintain the within each company, with a supporting with the data protection legislation in data protection work on a regular basis based on ISO 27035 for dealing with per- established administrative structure for organisation. The Privacy Office is a force and the Group’s internal governing to the ICA Management Team and the sonal data incidents. The Group’s data protection, maintaining and devel- Group-wide unit consisting of data pro- documents. Board, while the Data Protection Officers employees have been informed about oping the level of knowledge among tection experts who advise the opera- Identified data protection risks are to report to the management of their and are constantly reminded of what a employees and continued adaptation of tions and also drive and coordinate the be managed by each operating com- respective companies. personal data incident is and of what is systems, processes and structures to data protection work jointly with the pany and in certain cases escalated Managers within the Group are expected of the employees in terms of ensure compliance with the data pro- Group’s Data Protection Officers. The from that company’s risk group to the responsible for the Group’s Data Protec- reporting. tection legislation in force within the companies in the Group that process a Group Risk Management Committee in tion Policy and associated guidelines
Board of Directors
ICA Management Team
Privacy Office
DPO DPO DPO DPO DPO DPO Data Data Data Data Data Data protection unit protection unit protection unit protection unit protection unit protection unit
DPG DPG DPG DPG DPG DPG Personal data controller Personal data controller Personal data controller Personal data controller Personal data controller Personal data controller
18 ICA GRUPPEN ANNUAL REPORT 2019 Corporate Governance Report 2019
Corporate governance within ICA Bank
As a credit institution ICA Bank has The second line of defence consists this risk is managed by the depart- special financial rules and regulations of the Risk Control unit and the Com- ments concerned. Compliance also to adhere to regarding governance, pliance unit which, among other provides advice and support to the risk management and internal control. things, oversee, control and report on bank’s business operations and Board, ICA Bank’s Board of Directors has the bank’s risks and on the bank’s com- and verifies that the internal rules and ultimate responsibility for ensuring that pliance with internal and external rules. compliance procedures are followed. ICA Bank has satisfactory control over These units report to the bank’s CEO the risks that are associated with its and present reports on an ongoing The third line of defence is Internal operations. The Bank’s Board must basis to the bank’s CEO and Board. Audit. This is an independent auditing ensure that the risk framework func- The Risk Control unit is an inde- unit that supports ICA Bank’s Board in tions in a way that does not jeopardise pendent unit that is responsible for its evaluation of management as well ICA Bank’s ability to meet its obliga- coordinating, supervising and monitor- as risk management, governance and tions. ing the risk management carried out in control within the operations. Internal ICA Bank has a structure for corpo- the first line of defence to ensure com- Audit also reviews and evaluates the rate governance and risk management pliance with internal and external rules. Risk Control and Compliance units. For based on the principle of the first, sec- Risk Control is to provide support and a more detailed description of ICA ond and third line of defence: advice to ICA Bank’s business opera- Bank’s corporate governance, see the tions in their risk management and in bank’s website (icabanken.se) and The first line of defence involves the implementation of risk manage- the report entitled “Årlig information goverance and risk management ment and risk control rules. om kapitaltäckning och riskhantering” within the day-to-day business opera- The Compliance unit is an inde- which is on the bank’s website tions. It is the business operations that pendent unit that is responsible for (Swedish only). have the delegated responsibility for identifying areas where there is a risk implementing ICA Bank’s established that ICA Bank will not fulfil its obliga- risk strategy and for ensuring that the tions according to laws, regulations bank stays within the parameters set and other rules that govern the by the Board of Directors. licensed operations, and to verify that
19 ICA GRUPPEN ANNUAL REPORT 2019 Corporate Governance Report 2019
nd g a 1. in ent Co or m Env n it e iro tr n v ies n o o ro it m l p iv e M t n . m c
The Board’s report on internal control over financial reporting 5 I A t
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m m r m s m s a e u t s s n io i n A This section has been prepared in accordance with the Swedish Corporate Governance Code and Annual Accounts c k a s t a i io n R Act, and describes the Company’s internal control and risk management in relation to financial reporting. The aim is n d 2. to provide shareholders and other stakeholders with an understanding of how internal control over financial 3. C ies ontrol Activit reporting is organised within the Company.
The Board of Directors is responsible for ensuring that ICA Gruppen has good internal 1. Control Environment 2. Risk Assessment 3. Control Activities 4. Information and 5. Monitoring and control and processes to guarantee compli- A good control environment forms the The Audit Committee is responsible ICA Gruppen’s internal control struc- Communication Improvement Activities ance with established principles for financial foundation for an effective internal for ensuring that significant risks of ture for financial reporting is based on reporting and internal control. The Board is Effective and correct communication The Board continually assesses the control system within a company. A errors in financial reporting are identi- established policies and guidelines. of information, both internally and information submitted by the ICA also responsible for ensuring that financial good control environment is built on fied and managed. Within ICA The point of departure for ICA externally, is important for ensuring Management Team and the Audit reporting conforms to the Swedish Compa- an organisation with clear decision Gruppen there is continuous dialogue Gruppen’s internal control structure is complete and accurate financial Committee. The Audit Committee’s nies Act, applicable accounting standards paths, where authority and responsi- with each operating company to the Group’s business-critical pro- reporting at the right time. Policies, monitoring of the efficiency of internal and other requirements applicable to listed bilities are distributed based on gov- ensure good internal control and cesses, in which control activities have procedures, handbooks and other control is of particular importance. As companies. erning documents and where there is awareness of operational risks. For a been implemented based on the documents of significance for financial part of the monitoring process, Inter- ICA Gruppen’s work on internal control a corporate culture with shared values. description of the Group’s risks and assessed risk of errors in financial reporting are updated and communi- nal Audit reports quarterly and Inter- The control environment is also risk management, see the section reporting. The Company mainly uses over financial reporting is defined by the cated to the relevant employees on an nal Control twice a year to the Audit affected by the actions of manage- “Risks and risk management” on three types of controls: Group’s Framework for internal control over ongoing basis. The Group’s Account- Committee. These reports describe ment and individual employees based pages 47–51 of the Annual Report. 1. Group-wide controls relating to financial reporting. The framework is based ing department has direct operational any deficiencies identified in internal on these values. The Board’s rules of adherence to the Group policies and responsibility for ongoing financial control and the plan of action estab- on two components and five recurring activi- procedure and the instructions for the guidelines. accounting and works to achieve con- lished to deal with these. The monitor- ties. The component are i) laws, rules and CEO ensure a clear division of roles 2. Process controls for the Group’s sistent application of the Group’s ing process ensures that action is regulations and governing documents and ii) and responsibilities designed for effec- business-critical processes. Many guidelines, principles and instructions taken to deal with any deficiencies roles and responsibilities. The recurring activi- tive control and management of oper- different types of activities are for financial reporting. Subsidiaries and that proposed measures arising ties are i) selection, ii) risk assessment, iii) ational risks. The Board has also included, such as approval, permits, and operating units provide regular from internal and external audits define and implement checks, iv) evaluate adopted a number of basic policies reconciliation, scrutiny of business financial reporting and report on oper- are heeded. In addition, the ICA and governing documents of signifi- results, securing assets and division and report Compliance and v) improvement ating activities to the ICA Manage- Manamgement Team, Internal Audit cance for maintaining effective con- of responsibilities. These control activities. ICA Gruppen’s framework is based ment Team, which in turn reports to and Internal Control review and follow trol, such as the Bill of Authority, Risk activities are aimed at managing the on the framework for internal governance the Board of Directors. The Communi- up as described in this section. Management Policy, Financial Policy, risk of errors in each of the pro- cation Policy and associated guide- and control produced by the Committee of HR Policy, Sustainability Policy, Busi- cesses. The controls that manage lines ensure that external communica- Sponsoring Organizations of the Treadway ness Ethics Policy and Communication the material risk of errors are classi- tion is transparent, accurate, relevant Commission (COSO). This framework has five Policy. Management has also estab- fied as key controls and are included and reliable, and otherwise meets the basic components: 1. Control Environment, 2. lished guidelines for financial report- in the Group’s regular monitoring of requirements for companies listed on Risk Assessment, 3. Control Activities, 4. Infor- ing and for preventing and identifying internal control. Nasdaq Stockholm. Financial informa- mation and Communication and 5. Monitor- irregularities. 3. IT controls relating to IT processes, tion is provided regularly through the IT platform and IT applications ing and Improvement Activities. annual reports, interim reports, press that are critical from a financial or releases and notices on the Company’s commercial perspective. website, icagruppen.se/en.
20 ICA GRUPPEN ANNUAL REPORT 2019 Corporate Governance Report 2019
Auditor’s Report
To the general meeting of the shareholders of ICA Gruppen AB (publ), Key audit matters Responsibilities of the Board of Directors and the Managing Director corp. id 556048-2837 Key audit matters of the audit are those matters that, in our professional judgment, The Board of Directors and the Managing Director are responsible for the preparation of were of most significance in our audit of the annual accounts and consolidated the annual accounts and consolidated accounts and that they give a fair presentation in Report on the annual accounts and consolidated accounts accounts of the current period. These matters were addressed in the context of our accordance with the Annual Accounts Act and, concerning the consolidated accounts, Opinions audit of, and in forming our opinion thereon, the annual accounts and consolidated in accordance with IFRS as adopted by the EU. The Board of Directors and the Manag- We have audited the annual accounts and consolidated accounts of ICA Gruppen accounts as a whole, but we do not provide a separate opinion on these matters. ing Director are also responsible for such internal control as they determine is necessary AB Publ for the year 2019, except for the corporate governance statement on pages to enable the preparation of annual accounts and consolidated accounts that are free 52–70. The annual accounts and consolidated accounts of the company are IT systems and related IT controls from material misstatement, whether due to fraud or error. included on pages 3–4, 7–19, 31–72 and 74–116 in this document. In preparing the annual accounts and consolidated accounts The Board of Directors Description of key audit matter Response in the audit In our opinion, the annual accounts have been prepared in accordance with the and the Managing Director are responsible for the assessment of the company’s and Annual Accounts Act, and present fairly, in all material respects, the financial posi- The company is relying on We have, with support of our IT-audit special- the group’s ability to continue as a going concern. They disclose, as applicable, matters tion of the parent company as of 31 December 2019 and its financial performance well-functioning IT-systems and ists, evaluated and tested the operating effec- related to going concern and using the going concern basis of accounting. The going and cash flow for the year then ended in accordance with the Annual Accounts Act. IT-controls in order to run its oper- tiveness of the IT-systems and the IT-controls concern basis of accounting is however not applied if the Board of Directors and the The consolidated accounts have been prepared in accordance with the Annual ations. If these are not operating that are considered relevant for the financial Managing Director intend to liquidate the company, to cease operations, or has no Accounts Act and present fairly, in all material respects, the financial position of the effectively, there is a risk that reporting. Our audit has included evaluation of realistic alternative but to do so. group as of 31 December 2019 and their financial performance and cash flow for the errors may occur which could processes and testing of controls related to The Audit Committee shall, without prejudice to the Board of Director’s responsibili- year then ended in accordance with International Financial Reporting Standards impact the financial reporting. program changes, access management and ties and tasks in general, among other things oversee the company’s financial report- (IFRS), as adopted by the EU, and the Annual Accounts Act. Our opinions do not Critical IT-systems and related IT-operations. We have also reviewed the ing process. cover the corporate governance statement on pages 52–70. The statutory adminis- controls are therefore considered organisational structure, segregation of duties tration report is consistent with the other parts of the annual accounts and consoli- a key audit matter for the pur- and governance of the IT-organisation, and Auditor’s responsibility dated accounts. poses of our audit. assessed the company’s incident management Our objectives are to obtain reasonable assurance about whether the annual accounts We therefore recommend that the general meeting of shareholders adopts the and monitoring processes as well as testing and consolidated accounts as a whole are free from material misstatement, whether income statement and balance sheet for the parent company and the statement of any compensating controls where applicable. due to fraud or error, and to issue an auditor’s report that includes our opinions. Rea- comprehensive income and statement of financial position for the group. sonable assurance is a high level of assurance, but is not a guarantee that an audit con- Our opinions in this report on the the annual accounts and consolidated Other Information than the annual accounts and consolidated accounts ducted in accordance with ISAs and generally accepted auditing standards in Sweden accounts are consistent with the content of the additional report that has been sub- This document also contains other information than the annual accounts and will always detect a material misstatement when it exists. Misstatements can arise from mitted to the parent company’s audit committee in accordance with the Audit Reg- consolidated accounts and is found on pages 1–2, 5–6, 20–30 and 117–136. The fraud or error and are considered material if, individually or in the aggregate, they could ulation (537/2014) Article 11. Board of Directors and the Managing Director are responsible for this other reasonably be expected to influence the economic decisions of users taken on the basis information. of these annual accounts and consolidated accounts. Basis for opinions Our opinion on the annual accounts and consolidated accounts does not cover As part of an audit in accordance with ISAs, we exercise professional judgment and We conducted our audit in accordance with International Standards on Auditing this other information and we do not express any form of assurance conclusion maintain professional scepticism throughout the audit. We also: (ISA) and generally accepted auditing standards in Sweden. Our responsibilities regarding this other information. • Identify and assess the risks of material misstatement of the annual accounts and under those standards are further described in the Auditor’s Responsibilities section. In connection with our audit of the annual accounts and consolidated accounts, consolidated accounts, whether due to fraud or error, design and perform audit pro- We are independent of the parent company and the group in accordance with pro- our responsibility is to read the information identified above and consider whether cedures responsive to those risks, and obtain audit evidence that is sufficient and fessional ethics for accountants in Sweden and have otherwise fulfilled our ethical the information is materially inconsistent with the annual accounts and consolidated appropriate to provide a basis for our opinions. The risk of not detecting a material responsibilities in accordance with these requirements. This includes that, based on accounts. In this procedure we also take into account our knowledge otherwise misstatement resulting from fraud is higher than for one resulting from error, as fraud the best of our knowledge and belief, no prohibited services referred to in the Audit obtained in the audit and assess whether the information otherwise appears to be may involve collusion, forgery, intentional omissions, misrepresentations, or the over- Regulation (537/2014) Article 5.1 have been provided to the audited company or, materially misstated. ride of internal control. where applicable, its parent company or its controlled companies within the EU. If we, based on the work performed concerning this information, conclude that • Obtain an understanding of the company’s internal control relevant to our audit in order We believe that the audit evidence we have obtained is sufficient and appropri- there is a material misstatement of this other information, we are required to report to design audit procedures that are appropriate in the circumstances, but not for the ate to provide a basis for our opinions. that fact. We have nothing to report in this regard. purpose of expressing an opinion on the effectiveness of the company’s internal control.
21 ICA GRUPPEN ANNUAL REPORT 2019 Corporate Governance Report 2019
• Evaluate the appropriateness of accounting policies used and the reasonableness appropriated in accordance with the proposal in the statutory administration report Sweden will always detect actions or omissions that can give rise to liability to the of accounting estimates and related disclosures made by the Board of Directors and that the members of the Board of Directors and the Managing Director be company, or that the proposed appropriations of the company’s profit or loss are and the Managing Director. discharged from liability for the financial year. not in accordance with the Companies Act. • Conclude on the appropriateness of the Board of Directors’ and the Managing As part of an audit in accordance with generally accepted auditing standards in Director’s, use of the going concern basis of accounting in preparing the annual Basis for opinions Sweden, we exercise professional judgment and maintain professional scepticism accounts and consolidated accounts. We also draw a conclusion, based on the We conducted the audit in accordance with generally accepted auditing standards in throughout the audit. The examination of the administration and the proposed audit evidence obtained, as to whether any material uncertainty exists related to Sweden. Our responsibilities under those standards are further described in the Audi- appropriations of the company’s profit or loss is based primarily on the audit of the events or conditions that may cast significant doubt on the company’s and the tor’s Responsibilities section. We are independent of the parent company and the accounts. Additional audit procedures performed are based on our professional group’s ability to continue as a going concern. If we conclude that a material group in accordance with professional ethics for accountants in Sweden and have judgment with starting point in risk and materiality. This means that we focus the uncertainty exists, we are required to draw attention in our auditor’s report to the otherwise fulfilled our ethical responsibilities in accordance with these requirements. examination on such actions, areas and relationships that are material for the opera- related disclosures in the annual accounts and consolidated accounts or, if such We believe that the audit evidence we have obtained is sufficient and appropriate tions and where deviations and violations would have particular importance for the disclosures are inadequate, to modify our opinion about the annual accounts and to provide a basis for our opinions. company’s situation. We examine and test decisions undertaken, support for deci- consolidated accounts. Our conclusions are based on the audit evidence obtained sions, actions taken and other circumstances that are relevant to our opinion con- up to the date of our auditor’s report. However, future events or conditions may Responsibilities of the Board of Directors and the Managing Director cerning discharge from liability. As a basis for our opinion on the Board of Directors’ cause a company and a group to cease to continue as a going concern. The Board of Directors is responsible for the proposal for appropriations of the compa- proposed appropriations of the company’s profit or loss we examined the Board of • Evaluate the overall presentation, structure and content of the annual accounts ny’s profit or loss. At the proposal of a dividend, this includes an assessment of whether Directors’ reasoned statement and a selection of supporting evidence in order to be and consolidated accounts, including the disclosures, and whether the annual the dividend is justifiable considering the requirements which the company’s and the able to assess whether the proposal is in accordance with the Companies Act. accounts and consolidated accounts represent the underlying transactions and group’s type of operations, size and risks place on the size of the parent company’s events in a manner that achieves fair presentation. and the group’s equity, consolidation requirements, liquidity and position in general. The auditor’s examination of the corporate governance statement • Obtain sufficient and appropriate audit evidence regarding the financial informa- The Board of Directors is responsible for the company’s organization and the The Board of Directors is responsible for that the corporate governance statement tion of the entities or business activities within the group to express an opinion on administration of the company’s affairs. This includes among other things continuous on pages 52–70 has been prepared in accordance with the Annual Accounts Act. the consolidated accounts. We are responsible for the direction, supervision and assessment of the company’s and the group’s financial situation and ensuring that the Our examination of the corporate governance statement is conducted in performance of the group audit. We remain solely responsible for our opinions. company’s organization is designed so that the accounting, management of assets accordance with FAR´s auditing standard RevU 16 The auditor´s examination of and the company’s financial affairs otherwise are controlled in a reassuring manner. the corporate governance statement. This means that our examination of the cor- We must inform the Board of Directors of, among other matters, the planned scope The Managing Director shall manage the ongoing administration according to the porate governance statement is different and substantially less in scope than an and timing of the audit. We must also inform of significant audit findings during our Board of Directors’ guidelines and instructions and among other matters take meas- audit conducted in accordance with International Standards on Auditing and gen- audit, including any significant deficiencies in internal control that we identified. ures that are necessary to fulfill the company’s accounting in accordance with law and erally accepted auditing standards in Sweden. We believe that the examination has We must also provide the Board of Directors with a statement that we have com- handle the management of assets in a reassuring manner. provided us with sufficient basis for our opinions. plied with relevant ethical requirements regarding independence, and to communi- A corporate governance statement has been prepared. Disclosures in accord- cate with them all relationships and other matters that may reasonably be thought Auditor’s responsibility ance with chapter 6 section 6 the second paragraph points 2–6 of the Annual to bear on our independence, and where applicable, related safeguards. Our objective concerning the audit of the administration, and thereby our opinion Accounts Act and chapter 7 section 31 the second paragraph the same law are From the matters communicated with the Board of Directors, we determine about discharge from liability, is to obtain audit evidence to assess with a reasonable consistent with the other parts of the annual accounts and consolidated accounts those matters that were of most significance in the audit of the annual accounts degree of assurance whether any member of the Board of Directors or the Managing and are in accordance with the Annual Accounts Act. and consolidated accounts, including the most important assessed risks for material Director in any material respect: misstatement, and are therefore the key audit matters. We describe these matters in • has undertaken any action or been guilty of any omission which can give rise to KPMG AB, Box 382, 101 27, Stockholm, was appointed auditor of ICA Gruppen AB the auditor’s report unless law or regulation precludes disclosure about the matter. liability to the company, or Publ by the general meeting of the shareholders on the 11 April 2019. KPMG AB or • in any other way has acted in contravention of the Companies Act, the Annual auditors operating at KPMG AB have been the company’s auditor since 2017. Report on other legal and regulatory requirements Accounts Act or the Articles of Association. Opinions Stockholm, 5 February 2020 In addition to our audit of the annual accounts and consolidated accounts, we Our objective concerning the audit of the proposed appropriations of the company’s have also audited the administration of the Board of Directors and the Managing profit or loss, and thereby our opinion about this, is to assess with reasonable degree KPMG AB Director of ICA Gruppen AB Publ for the year 2019 and the proposed appropria- of assurance whether the proposal is in accordance with the Companies Act. tions of the company’s profit or loss. Reasonable assurance is a high level of assurance, but is not a guarantee that Helena Arvidsson Älgne We recommend to the general meeting of shareholders that the profit be an audit conducted in accordance with generally accepted auditing standards in Authorized Public Accountant
22 ICA GRUPPEN ANNUAL REPORT 2019 ICA Gruppen AB • Box 4075, 169 04 Solna, Sweden. Visiting address: Kolonnvägen 20. Tel.: +46 8 561 500 00. www.icagruppen.se Corporate registration number 556048-2837
ICA Sverige AB Rimi Baltic AB Apotek Hjärtat AB ICA Fastigheter AB ICA Banken AB Box 4075, 169 04 Solna, Sweden A. Deglava Str 161 LV-1021 169 04 Solna, Sweden 721 84 Västerås, Sweden 169 04 Solna, Sweden Visiting address: Riga, Latvia Visiting address: Visiting address: Visiting address: Kolonnvägen 20 Tel.: +37 1 800 001 80 Kolonnvägen 20 Ingenjör Bååths gata 11, T2 Kolonnvägen 20 Tel.: +46 8 561 500 00 Tel.: +46 8 561 500 00 Tel.: +46 21 19 30 00 Tel.: +46 8 561 500 00 ica.se rimibaltic.com apotekhjartat.se icafastigheter.se icabanken.se