Corporate Governance Report Corporate Governance Report 41
Total Page:16
File Type:pdf, Size:1020Kb
Corporate governance report Corporate governance report 41 ASSA ABLOY is a Swedish public limited liability company Share and dividend policy with registered office in Stockholm, Sweden and head- ASSA ABLOY’s Series B share is quoted on the Large Cap quarters at Klarabergsviadukten 90. The Group’s corpo- list of the Stockholm Stock Exchange. A trading lot com- rate governance is based on, among other things, its arti- prises 200 shares. ASSA ABLOY’s market capitalization at cles of association, the Swedish Companies Act and the year-end amounted to SEK 47,203 M. The goal of the rules and regulations of the OMX Nordic Exchange Stock- Board of Directors is that, in the long term, the dividend holm (Stockholm Stock Exchange). should correspond to 33–50 percent of earnings after ASSA ABLOY applies the Swedish Code of Corporate standard tax of 28 percent, but always taking into Governance, which forms part of the rules of the Stock- account ASSA ABLOY’s long-term financing requirements. holm Stock Exchange. This Code is based on the principle of comply or explain and primarily deals with the organi- Annual General Meeting zation and working methods of the Annual General Meet- Shareholders’ rights to decide on the affairs of ing, the board of directors and the management, ASSA ABLOY are exercised at the Annual General Meeting. as well as the interaction between these bodies. Shareholders who are recorded in the share register on ASSA ABLOY deviates from two of the Code’s provisions the record day and have duly notified their intention to and an explanation for these deviations is to be found on attend are entitled to take part in the Annual General page 50. In other respects, ASSA ABLOY is considered to Meeting, either in person or via a proxy. Resolutions at comply with the provisions of the Code at year-end 2007. the General Meeting are normally passed by simple ASSA ABLOY’s objective is that its activities should majority. However, on certain matters the Swedish generate good long-term returns for its shareholders and Companies Act prescribes that a proposal should be sup- other stakeholders. An effective scheme of corporate ported by a higher majority. Individual shareholders who governance for ASSA ABLOY can be summarized in a wish to have an issue raised at the Annual General Meet- number of interacting components, which are described ing can apply to ASSA ABLOY’s Board of Directors at a spe- below. cial address published on the company’s website in good time before the Meeting. The Annual General Meeting should be held within six months of the end of the company’s financial year. Mat- ters considered at the Annual General Meeting include: a dividend; adoption of the income statement and balance sheet; discharge of the Board of Directors and the CEO from liability; election of board members and Chairman of the Board; appointment of the Nomination Committee and auditors; and determination of fees for the Board of Directors and auditors. An Extraordinary General Meeting may be held if the Board of Directors considers this nec- essary or if ASSA ABLOY’s auditors or shareholders hold- BVcV\ZbZcie]^adhde]n<j^YZa^cZhVcYeda^X^Zh >ciZgcVaXdcigdaVcYg^h`bVcV\ZbZci ing at least 10 percent of the shares so request. " " The 2007 Annual General Meeting The Annual General Meeting in April 2007 was attended Shareholders by shareholders representing 37.9 percent of the compa- At year-end, ASSA ABLOY had 23,961 shareholders. ny’s capital and 58.7 percent of the votes. ASSA ABLOY’s principal shareholders are Investment AB At the Meeting, Gustaf Douglas, Melker Schörling, Latour and SäkI AB (9.8 percent of the capital and 29.7 Carl-Henric Svanberg, Carl Douglas, Per-Olof Eriksson, percent of the votes) and Melker Schörling AB (4.0 per- Lotta Lundén, Sven-Christer Nilsson and Johan Molin cent of the capital and 11.6 percent of the votes). Foreign were re-elected as members of the Board. Gustaf Douglas shareholders accounted for 49 percent of the share capi- was re-elected as Chairman of the Board. Melker Schör- tal and 33 percent of the votes. The ten largest sharehold- ling and Carl-Henric Svanberg were re-elected as Vice ers accounted for 40 percent of the share capital and 59 Chairmen. Further, it was noted that the 2006 Annual percent of the votes. General Meeting had appointed PricewaterhouseCoopers as auditors, with authorized public accountant Peter Share capital and voting rights Nyllinge as Auditor in Charge, for the four-year period up ASSA ABLOY’s share capital at year-end amounted to to the 2010 Annual General Meeting. SEK 365,918,034, distributed among 19,175,323 Series A The Meeting approved a dividend of SEK 3.25 per shares and 346,742,711 Series B shares. Each Series A share, in accordance with the proposal of the Board and share carries ten votes and each Series B share one vote. the CEO. In addition, the Meeting passed a resolution on All shares give the shareholders equal rights to the com- the fees payable to the Board and the auditors and pany’s assets and earnings. appointed the members of the Nomination Committee Corporate governance report 42 up to the 2008 Annual General Meeting. The Meeting mends a dividend and principles for the remuneration of passed a resolution on a global incentive program for senior management to the Annual General Meeting and ASSA ABLOY employees. This incentive program covers takes decision concerning the Group’s financial structure. approximately 1,400 employees in 15 countries and runs The Board’s other duties include: until June 2012. For more information about the incentive Xdci^cjdjhanZkVajVi^c\i]ZXdbeVcnÉhdeZgVi^dcVa program, see Note 25 as well as the ASSA ABLOY website, management, including the work of the CEO, www.assaabloy.com, where the minutes of the 2007 Zchjg^c\i]Vii]ZgZVgZZ[[ZXi^kZhnhiZbh^ceaVXZ[dg Annual General Meeting are also available. monitoring and control of the company’s operations and financial position with reference to its stated Nomination Committee objectives, The Nomination Committee prior to the 2008 Annual Zchjg^c\i]Vii]ZXdbeVcnÉhZmiZgcVaegdk^h^dcd[ General Meeting comprises Melker Schörling (Melker information is marked by openness and objectivity, Schörling AB), Chairman, Gustaf Douglas (Investment AB Zchjg^c\i]Vii]ZgZ^hhVi^h[VXidgnXdcigdad[i]ZXdb- Latour and SäkI), Marianne Nilsson (Swedbank Robur) and pany’s compliance with laws and other regulations Björn Lind (SEB funds). If a shareholder represented by applying to the company’s operations, one of the members of the Nomination Committee Zchjg^c\i]VicZXZhhVgnZi]^XVa\j^YZa^cZh[dgi]Z ceases to be among the major shareholders in company’s conduct are established. ASSA ABLOY, the Nomination Committee has the right to elect another representative of one of the major share- The Board’s rules of procedure and instructions for the holders to take the place of such a member. The same division of duties between the Board and the CEO are applies if a member of the Nomination Committee ceases updated and established at least once a year. The Board to be employed by such a shareholder or leaves the has also issued written instructions specifying how finan- Nomination Committee before the 2008 Annual General cial reporting to the Board should be carried out. Meeting for any other reason. In addition to leading the work of the Board, the Chair- The Nomination Committee has the task of preparing, man should continuously monitor the Group’s operations on behalf of the shareholders, decisions on the election and development through contact with the CEO. The of the Chairman, Vice Chairmen and other members of Chairman should consult the CEO on strategic issues and the Board of Directors, the appointment of the auditor, represent the company in matters concerning the owner- the election of the Chairman of the Annual General Meet- ship structure. The Chairman should also, when neces- ing, and fees and associated matters. sary, take part in particularly important external discus- Prior to the 2008 Annual General Meeting, the Nomi- sions and, in consultation with the CEO, in other matters nation Committee has made an assessment of whether of particular significance. The Chairman should ensure the current Board is appropriately composed and fulfills that the work of the Board is evaluated each year and that the demands made on the Board by the company’s new members of the Board receive appropriate training. present situation and future direction. The evaluation of The Board holds at least four scheduled meetings and the Board carried out under the leadership of the Nomi- one meeting following election per year. The scheduled nation Committee’s Chairman was part of the basis for meetings take place in connection with the company’s this assessment. The search for suitable board members publication of its year-end or quarterly results. At least continues throughout the year and proposals for new one of the board meetings is combined with a visit to and board members are based in each individual case on a an in-depth review of one of the Group’s businesses. In profile of requirements laid down by the Nomination addition, extra board meetings are held when necessary. Committee. All meetings follow an approved agenda. Before each Shareholders who wish to submit proposals to the meeting, a draft agenda including documentation relat- Nomination Committee can do so by e-mailing nomina- ing to each point is sent to all board members. [email protected]. The Nomination Com- The Board has a Remuneration Committee and an mittee’s proposals and information about its work during Audit Committee.