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. 2 ICA GRUPPEN ANNUAL REPORT 2019 Corporate GOVERNANCE Report 2019 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 3 ICA GRUPPEN ANNUAL REPORT 2019 Corporate GOVERNANCE Report 2019 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.