ADMINISTRATION REPORT Corporate Governance Report Getinge AB (publ) is a Swedish public lim- include Getinge AB’s Articles of Associa- Board members as well as the auditor’s ited liability company listed on Nasdaq tion, instructions and formal work plan for term of office Stockholm, Large Cap segment. Getinge the Board of Directors, Board committees • Adoption of the remuneration to applies the Swedish Corporate Gover- and CEO, various policies and guidelines Board members and auditor nance Code and hereby presents the as well and the Group’s Code of Conduct. • Reelection of all Board Members and Corporate Governance Report for 2016. The company’s Articles of Association are election of Johan Malmquist as a new available on the Group’s website: Board member Introduction www.getinge.com. • Reelection of Carl Bennet as Chairman Getinge Group is a global company in the of the Board medical device field with operations in 44 Shareholders • Reelection of Öhrlings Pricewater- countries and proprietary production in For information about shareholders and houseCoopers AB as auditor for Get- 11 countries. the Getinge share, see pages 40–41 inge until the conclusion of the 2017 The Group’s customers are found pri- and www.getinge.com. AGM marily in the healthcare, elderly care and • Guidelines for the remuneration to life science areas, and the Group’s prod- General Meeting of Shareholders senior executives ucts are often pivotal to the quality and Shareholders can exert their influence at • Establishment of the long-term share- efficiency of customers’ businesses. the Annual General Meeting (AGM) and, based incentive program, LTIP 2016, and Accordingly, confidence in Getinge and its when applicable, at an Extraordinary Gen- hedging activities in view of the pro- products is entirely decisive for continued eral Meeting, which are Getinge’s highest gram through amendments of the Arti- sales successes. decision-making bodies. cles of Association (entailing that the Corporate governance is aimed at All shareholders registered in the share- company shall be able to issue new con- ensuring the continued strong develop- holders’ register at a certain time before vertible and redeemable Class C shares ment of the company and, consequently, the Meeting and who have notified their with one (1) vote and not entitle to divi- that the Group fulfills its obligations to attendance to the Meeting before the time dends) and authorization for the Board shareholders, customers, employees, sup- given in the notice are entitled to partici- to resolve on a directed issue of Class C pliers, creditors and society. pate in the Meeting and exercise their vot- shares to a third party and the repur- Getinge’s corporate governance and ing rights in full. Shareholders who are not chase of such shares and transfer of internal regulations are consistently able to personally attend can be repre- Class B shares to the participants of the geared toward business objectives and sented by proxy. A shareholder who program strategies. The Group’s risks are well-ana- wishes to have a matter put forward at the lyzed and risk management is integrated General Meeting of Shareholders must Nomination Committee in the work of the Board and in operational submit a written proposal to the Board in a The Nomination Committee’s task is to put activities. timely manner so that the proposal can be forward proposals ahead of the AGM, Getinge’s organization is designed to be included in the notice of the AGM. regarding the election of the Chairman of able to react promptly to market changes. the AGM, the Chairman of the Board and Accordingly, operational decisions are 2016 Annual General Meeting other members of the Board, election of taken at a decentralized level, while over- The 2016 Annual General Meeting was auditors, as well as fees for Board mem- riding decisions concerning strategy and held on March 30 the Kongresshallen at bers and auditors. Pursuant to a resolu- direction are made by Getinge’s Board and Hotel Tylösand, in Halmstad, Sweden. A tion by Getinge AB’s 2005 AGM, the Nomi- the Getinge Executive Team. total of 1,005 shareholders, representing nation Committee comprises Getinge’s 61.3% of the number of shares and 75.9% Chairman and representatives of the five External and internal regulations of the total number of votes in the com- largest shareholders at August 31, 2016, as Getinge’s corporate governance is based on pany attended the AGM. Board Chairman well as a representative for minority Swedish legislation, as well as on the Swed- Carl Bennet was elected Chairman of the shareholders. Ahead of the 2017 AGM, this ish Corporate Governance Code (“the Meeting. All Board members elected by means that Getinge’s Nomination Com- Code”), Nasdaq Stockholm AB’s Rulebook the AGM were present. The minutes from mittee comprises: for Issuers and also the Swedish Securities the AGM are available at: www.getinge. • Carl Bennet, Carl Bennet AB Council’s opinions on good practice on the com. The decisions made by the AGM • Carina Lundberg Markow, Folksam Swedish stock market. This report summa- include: • Ossian Ekdahl, First Swedish National rizes how corporate governance is struc- Pension Fund tured and how it has been carried out and • Adoption of the income statements and • Per Colleen, Fourth Swedish National developed in the Group during the 2016 balance sheets presented for the Parent Pension Fund financial year. Getinge complies with the Company and the Group • Cecilia Marlow, Nordea and Code’s regulations and presents an expla- • Dividend in accordance with the • Viveka Ekberg, representing minority nation below for any deviation from the Board’s and the CEO’s proposal of SEK shareholders Code’s regulations in 2016. 2.80 per share for the 2015 financial year The internal steering documents relat- • Amendment to the Articles of Associa- The Nomination Committee conducts an ing to Getinge’s corporate governance tion regarding the highest number of evaluation of the Board and its work. A GETINGE ANNUAL REPORT 2016 45 ADMINISTRATION REPORT proposal for the new Board is subse- cles of Association, Getinge’s Board of The Board held its statutory meeting on quently drawn up by the Nomination Com- Directors is to comprise not fewer than March 30, 2016 and convened nine times mittee together with a proposal on remu- three and not more than nine members, during the year, with an average atten- neration to the Board of Directors and is with not more than nine deputy members. dance rate of 95% of the elected mem- submitted with the notice of the forth- The Board members are elected annually bers. At its scheduled meetings, the Board coming AGM. Shareholders who would like at the AGM to serve for the period up to addresses fixed agenda items in accor- to submit proposals to Getinge’s 2017 and including the next AGM. dance with the Board’s formal work plan, Nomination Committee, can contact the Employees have the right to appoint two including the business situation, budget, Nomination Committee by e-mail at representatives and two deputy members annual accounts and interim reports. The [email protected] or by mail: to the Board. In 2016, Getinge’s Board board has addressed as well comprehen- Getinge AB, Att: Nomination Committee, comprised nine members elected at the sive issues related to the economy and Box 8861, SE-402 72 Gothenburg, Sweden. AGM up until August when Alex Myers left associated cost issues, corporate acquisi- Chairman of the Board Carl Bennet was his position as CEO and Board member of tions and other investments, long-term appointed Chairman of the Nomination Getinge AB. Alex Myers was not replaced strategies, financial matters, and struc- Committee ahead of the 2017 AGM, which on the Board during the year. tural and organizational changes. deviates from the rules of the Code. The The Group’s President & CEO and CFO Carl Bennet was reelected Chairman of reason for this is the Chairman of the participate at the Board meetings, with the the Board at the 2016 AGM. The Chair- Board is very well suited to lead the Nomi- latter also serving as Secretary. Other senior man’s role is to lead and manage the nation Committee in an effective manner executives also participate when needed. Board’s work and to ensure that this is to achieve the best results for the compa- The work of the Board is governed mainly by conducted in an organized and efficient ny’s shareholders. the Swedish Companies Act, the Code and manner. It involves ensuring that the the Board’s formal work plan. The Board’s Board fulfills its responsibilities and moni- Board of Directors formal work plan is approved each year at tors the development of the company, and Primarily, the Board is responsible for the the statutory Board meeting. According to ensuring that the Board continuously organization of the company and the man- the current applicable formal work plan, the receives the information required for the agement of its affairs. In carrying out its Board will have approximately seven sched- Board to perform its work while maintain- duties, the Board must safeguard the uled meetings during the financial year. In ing the same level of quality in accordance interest of all its shareholders. It is also addition, the formal work plan will also with applicable regulations. The Chairman the Board’s duty and responsibility to determine the distribution of work and of the Board does not participate in the ensure that this Corporate Governance responsibility between the Board, the Chair- operational