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Corporate Governance 1 2 4 3 5 9 6 7 REPORT OF THE BOARD OF DIRECTORS Corporate ASSA ABLOY AB is a Swedish public limited liability company the Vice Chairman of the Board of Directors, Carl Douglas with registered office in Stockholm, Sweden, whose Series B (Investment AB Latour), is also the Chairman of the Nomina- governance share is listed on Nasdaq Stockholm. tion Committee. The reason for this deviation is that the ASSA ABLOY’s corporate governance is based on the Swed- major shareholders consider it to be important to have the ish Companies Act, the Annual Accounts Act, Nasdaq Stock- representative from the largest shareholder as Chairman of holm’s Rule Book for Issuers and the Swedish Corporate Gov- the Nomination Committee. ernance Code (the Code), as well as other applicable external The Corporate Governance Report is examined by ASSA laws, rules and regulations, and internal rules and regulations. ABLOY’s auditor. This Corporate Governance Report has been prepared as ASSA ABLOY’s objective is that its activities should gener- part of ASSA ABLOY’s application of the Code. ASSA ABLOY ate good long-term returns for its shareholders and other follows the Code’s principle to “comply or explain” and in stakeholders. An effective scheme of corporate governance 2019 ASSA ABLOY has one deviation to explain. The Nomina- for ASSA ABLOY can be summarized in a number of interact- tion Committee deviates from Rule 2.4 of the Code in that ing components, which are described below. Corporate governance structure 1 Shareholders 3 Nomination Committee 2 General Meeting 9 Auditor 5 Remuneration Committee 4 Board of Directors 6 Audit Committee 7 CEO 7 Executive Team 8 Divisions Important external rules and regulations Important internal rules and regulations • Swedish Companies Act • Articles of Association • Annual Accounts Act • Board of Directors’ rules of procedure • Nasdaq Stockholm’s Rule Book for Issuers • Financial Policy • Swedish Corporate Governance Code (www.bolagsstyrning.se) • Accounting Manual • Communication Policy • Insider Policy • Internal control procedures • Code of Conduct and Anti-Bribery Policy Shareholders Share capital and voting rights 1 At year-end 2019, ASSA ABLOY had 29,784 share- ASSA ABLOY’s share capital at the end of 2019 amounted to holders (31,143). ASSA ABLOY’s principal shareholders are SEK 370,858,778 distributed among a total of 1,112,576,334 Investment AB Latour (9.5 percent of the share capital and shares, comprising 57,525,969 Series A shares and 29.4 percent of the votes) and Melker Schörling AB (3.1 per- 1,055,050,365 Series B shares. The total number of votes cent of the share capital and 10.9 percent of the votes). For- amounted to 1,630,310,055. Each Series A share carries ten eign shareholders accounted for 69.5 percent (70.5) of the votes and each Series B share one vote. All shares have a par share capital and 47.5 percent (48.1) of the votes. The ten value of around SEK 0.33 and give shareholders equal rights to largest shareholders accounted for 36.5 percent (36.9) of the com pany’s assets and earnings. the share capital and 56.7 percent (56.9) of the votes. For further information on shareholders, see page 103. Repurchase of own shares ASSA ABLOY’s Articles of Association contains a pre- Since 2010, the Board of Directors has requested and received emption clause for owners of Series A shares regarding a mandate from the Annual General Meeting to repurchase shares of Series A. A shareholders’ agreement exists between and transfer ASSA ABLOY Series B shares. The aim has been, the Douglas and the Schörling families and their related among other things, to secure the company’s undertakings in companies that includes an agreement on right of first connection with its long-term incentive programs (LTI). The refusal if any party disposes of Series A shares. The Board of 2019 Annual General Meeting authorized the Board of Directors of ASSA ABLOY is not aware of any other share- Directors to acquire, during the period until the next Annual holders’ agreements or other agreements between share- General Meeting, a maximum number of Series B shares so holders in ASSA ABLOY. 46 ASSA ABLOY ANNUAL REPORT 2019 REPORT OF THE BOARD OF DIRECTORS that after each repurchase ASSA ABLOY holds a maximum For more information about the Annual General Meeting, 10 percent of the total number of shares in the company. including the minutes, please see ASSA ABLOY’s website ASSA ABLOY holds a total of 1,800,000 (1,800,000) assaabloy.com. Series B shares after repurchases. These shares account for around 0.2 percent (0.2) of the share capital and each 2020 Annual General Meeting share has a par value of around SEK 0.33. The purchase ASSA ABLOY’s next Annual General Meeting will be held at consideration amounted to SEK 103 M (103). No shares Moderna Museet (Museum of Modern Art), Skeppsholmen, were repurchased in 2019. Stockholm at 3:30 p.m. on 29 April 2020. Share and dividend policy Nomination Committee ASSA ABLOY’s Series B share is listed on the Nasdaq Stock- 3 According to the instructions for the Nomination holm Large Cap. At the end of 2019, ASSA ABLOY’s market Committee adopted at the 2018 Annual General Meeting, capitalization amounted to SEK 243,654 M, calculated on the Nomination Committee shall be composed of represent- both Series A and Series B shares. The Board of Directors’ atives of the five largest shareholders in terms of voting objective is that, in the long term, the dividend should be rights registered in the shareholders register maintained by equivalent to 33–50 percent of income after standard tax, Euroclear Sweden AB as of 31 August the year before the but always taking into account ASSA ABLOY’s long-term Annual General Meeting who wish to participate on the financing requirements. Nomination Committee. The Nomination Committee prior to the 2020 Annual General Meeting General Meeting comprises Carl Douglas (Investment AB 2 Shareholders’ rights to decide on the affairs of ASSA Latour), Mikael Ekdahl (Melker Schörling AB), Shireesh ABLOY are exercised at the General Meeting. Shareholders Vasupalli (GIC Pte Ltd), Marianne Nilsson (Swedbank Robur who are registered in the share register on the record date funds) and Liselott Ledin (Alecta). Carl Douglas is Chairman and have duly notified their intent to attend are entitled to of the Nomination Committee. Should the ownership struc- take part in the General Meeting, either in person or by ture change, the composition of the Nomination Committee proxy. Resolutions at the General Meeting are normally may change to reflect such changes. passed by simple majority. For certain matters, however, the The Nomination Committee has the task of preparing, on Swedish Companies Act prescribes that a proposal should be behalf of the shareholders, proposals regarding the election supported by a higher majority. Individual shareholders who of Chairman of the General Meeting; members of the Board wish to submit a matter for consideration at the General of Directors, Chairman of the Board, Vice Chairman of the Meeting can send such request to ASSA ABLOY’s Board of Board; auditor; fees for the board members including division Directors at a special address published on the company’s between the Chairman, Vice Chairman and the otherboard website well before the Meeting. members, as well as fees for committee work; fees to the The Annual General Meeting should be held within six company’s auditor, and any changes of the instructions for months of the end of the company’s financial year. Matters the Nomination Committee. The Audit Committee assists considered at the Annual General Meeting include: dividend; the Nomination Committee in work associated with the adoption of the income statement and balance sheet; dis- proposal regarding appointment of the external auditor. charge of the members of the Board of Directors and the Prior to the 2020 Annual General Meeting, the Nomination CEO from liability; election of members of the Board of Committee makes an assessment of whether the current Directors, Chairman of the Board of Directors and auditor; Board of Directors is appropriately composed and fulfills the and determination of remuneration guidelines for senior requirements imposed on the Board of Directors by the executives and fees for the Board of Directors and auditor. company’s present situation and future direction. The annual An Extraordinary General Meeting may be held if the Board evaluation of the Board of Directors and its work is part of of Directors considers this necessary or if ASSA ABLOY’s the basis for this assessment. Moreover, the Nomination auditor or shareholders holding at least 10 percent of the Committee applies ASSA ABLOY’s diversity policy for the shares so request. Board of Directors, which is based on Rule 4.1 of the Code, when preparing its proposal for election of members of the 2019 Annual General Meeting Board of Directors. The search for suitable board members is The Annual General Meeting was held in April 2019 at carried on throughout the year and proposals for new board Moderna Museet (Museum of Modern Art), Skeppsholmen, members are based in each individual case on a profile of Stockholm, and was attended by shareholders representing requirements established by the Nomination Committee. 47.6 percent of the share capital and 64.3 percent of the votes. Shareholders wishing to submit proposals to the The Annual General Meeting’s resolutions included the Nomination Committee can do so by e-mailing: following. [email protected]. • Dividend of SEK 3.50 per share. The Nomination Committee’s proposals for the 2020 • Lars Renström, Carl Douglas, Eva Karlsson, Birgitta Klasén, Annual General Meeting are published, at the latest, in Lena Olving, Sofia Schörling Högberg and Jan Svensson conjunction with the formal notification of the Annual Gen- were re-elected as members of the Board of Directors.
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