Corporate Governance Report Corporate Governance Report Getinge AB (publ) is a Swedish public limited liability company, Corp. Reg. No. 556408-5032, that is listed on Nasdaq Stockholm. The company has its registered office in Gothenburg Municipality. The company applies the Swedish Corporate Governance Code and hereby presents the Corporate Governance Report for 2019. This Corporate Governance Report is reviewed by the company’s auditors. The review is presented in the auditor’s report on pages 121–125. Introduction External and internal regulations entitlement to one vote. All shares carry Getinge is a global provider of innovative The Group’s corporate governance is based the same dividend entitlement. The com- solutions for operating rooms, inten- on Swedish legislation, as well as on the pany’s Class B shares are admitted to trad- sive-care units, sterilization departments Swedish Corporate Governance Code (“the ing on Nasdaq Stockholm and the share is and for life science companies and insti- Code”), which is available at corporate- included in the Nasdaq Nordic Large Cap tutions. Based on our first-hand experi- governanceboard.se. Getinge complies segment and the OMXS30 index. ence and close partnerships with clinical with the Code’s regulations and presents The largest shareholder, Carl Bennet, experts, healthcare professionals and an explanation for any deviation from the held 20.00% of the shares outstanding at medtech specialists, we are improving ev- Code’s regulations in 2019, based on the year-end 2019 and 50.10% of all votes in the eryday life for people, today and tomorrow. version of the Code per December 31, company, making him the only direct or The Group serves over 38 countries and 2019. In addition to the Code, the Group’s indirect shareholder with a holding in the conducts proprietary production in seven corporate governance is based on Nasdaq company representing over one tenth of countries. Stockholm’s Rulebook for Issuers, available the number of votes for all of the shares in The Group’s customers are found primar- at nasdaqomxnordic.com, and the Swedish the company. ily in the healthcare and life science areas, Securities Council’s rulings on good prac- For information about shareholders and where products are often pivotal to the tice on the Swedish stock market, available the Getinge share, see the Annual Report quality and efficiency of operations. on aktiemarknadsnamnden.se. This report pages 132–133 and www.getinge.com. Accordingly, confidence in Getinge and summarizes how corporate governance its products is decisive for continued sales is structured and how it has been carried General Meeting of Shareholders successes. out and developed in the Group during the Shareholders can exert their influence Corporate governance is aimed at en- 2019 fiscal year. at the Annual General Meeting (AGM) suring the continued strong development The internal steering documents relating and, when applicable, at an Extraordinary of the company and, consequently, that to Getinge’s corporate governance include General Meeting. General Meetings are the Group’s operations fulfill its obligations Getinge AB’s Articles of Association, Getinge’s highest decision-making bodies. to shareholders, customers, employees, instructions and formal work plan for the A General Meeting of Shareholders will be suppliers, creditors and society. Board of Directors, Board Committees and held in the location that the Board has its The Group’s corporate governance and CEO, the Group’s Code of Conduct, and registered office (Gothenburg Municipality, internal regulations provide frameworks various Group-wide steering documents Västra Götaland County) or in Halmstad for achieving business objectives and such as policies, directives and instruc- Municipality, Halland County. A General strategies. The Group’s risks are well-ana- tions on several topics. Meeting of Shareholders will be convened lyzed and risk management is integrated The company’s Articles of Association by publishing notice in Post- och Inrikes in the work of the Board and in operational are available on the Group’s website: Tidningar and on the company’s website. activities. www.getinge.com. An announcement is to be made in Svens- Getinge’s organization is designed to be ka Dagbladet that notice of the Meeting able to react promptly to market changes. Share and shareholders has been published. All shareholders regis- Accordingly, operational decisions are made The number of shares in the company in- tered in the shareholders’ register five days on a decentralized basis, while overriding creased to 272,369,573, of which 18,217,200 before the Meeting and who have notified decisions concerning strategy and direc- are Class A shares with each share carrying their attendance to the Meeting before tion are made by Getinge’s CEO, with the entitlement to ten votes and 254,152,373 the time given in the notice are entitled assistance of the Getinge Executive Team. are Class B shares with each share carrying to participate in the Meeting and exercise 58 2019 ANNUAL REPORT Business Environment Introduction & Strategy Operations Sustainability Annual Report Other their voting rights in full. Shareholders who The decisions made by the AGM include: Nomination Committee are not able to personally attend can be • Adoption of the income statements and The Nomination Committee’s task is to represented by proxy. A shareholder who balance sheets presented for the Parent put forward proposals ahead of the AGM, wishes to have a matter put forward at the Company and the Group. regarding the election of the Chairman of General Meeting of Shareholders must • Dividend in accordance with the Board’s the AGM, the Chairman of the Board and submit a written proposal to the Board in a and the CEO’s proposal of SEK 1.00 per other members of the Board, election of timely manner so that the proposal can be share for the 2018 fiscal year auditors, as well as fees for Board members included in the notice of the Meeting. • Adoption of the remuneration to Board and auditors. Pursuant to a resolution by The AGM must be held within six members and the auditor the company’s 2005 AGM, the Nomination months of the end of the fiscal year. At • Carl Bennet, Johan Bygge, Cecilia Daun Committee is to comprise Getinge AB’s the AGM, the shareholders exercise their Wennborg, Barbro Fridén, Dan Frohm, Chairman and representatives of the five voting rights in key issues, such as the Sofia Hasselberg, Johan Malmquist, largest shareholders at August 31, as well as adoption of income statements and bal- Mattias Perjos, Malin Persson and Johan a representative for minority shareholders. ance sheets, allocation of the company’s Stern were reelected to the Board. The composition of the Nomination earnings, discharge from liability of mem- • Johan Malmquist was elected the new Committee was published on October 18, bers of the Board and the CEO, election of Chairman of the Board 2019. Ahead of the 2020 AGM, the Nomi- Board members and auditors, fees to Board • Öhrlings PricewaterhouseCoopers AB nation Committee comprises representa- members and auditors and the establish- was reelected auditor for Getinge until tives for the four largest owner-registered ment of guidelines for remuneration to the conclusion of the 2020 AGM shareholders in terms of the number senior executives. • Guidelines for the remuneration to of votes as well as a representative for senior executives. minority shareholders and the Chairman of 2019 Annual General Meeting the Board. The composition is a deviation The 2019 Annual General Meeting (AGM) 2020 Annual General Meeting from the instructions for the Nomination was held on April 23 in the Kongresshallen The 2020 Annual General Meeting (AGM) Committee. The reason for this is that such at Hotel Tylösand, in Halmstad, Sweden. was held on April 22 in the Kongresshallen a composition of the Nomination Com- A total of 709 shareholders, representing at Hotel Tylösand, in Halmstad, Sweden. mittee is deemed to be more appropriate approximately 60.84% of the number of The date and location of the AGM was with respect to the ownership structure shares and 75.56% of the total number of published on the company’s website in as per August 31, 2019. No change to the votes in the company attended the AGM. conjunction with the publication of the composition of the Nomination Committee Board Chairman Carl Bennet was elect- interim report for the third quarter. The has occurred since. ed Chairman of the Meeting. All of the website also states that shareholders who The Nomination Committee ahead of the Board members elected at the AGM and would like to have a matter addressed at 2020 AGM is comprised of Johan Malm- the employee representatives and their the AGM must submit a motion by March quist, Getinge AB’s Chairman; Carl Bennet, deputy members were present as well as 4, 2020, at the latest. Shareholders who are Carl Bennet AB; Per Colleen, Fourth the company’s CEO, auditor and represen- entered in the shareholders’ register (man- Swedish National Pension Fund; Mikael tatives from the Nomination Committee. aged by Euroclear Sweden AB) by April 16, Berglund, Incentive; Marianne Nilsson, The minutes from the AGM are available on 2020, and who have notified their intention Swedbank Robur and Viveka Ekberg, repre- Getinge’s website: www.getinge.com. to participate at the AGM have the right to senting minority shareholders. do so in person or by proxy. 2019 ANNUAL REPORT 59 Corporate Governance Report Carl Bennet was appointed Chairman of ations in 2019. The Nomination Committee The Nomination Committee has applied the Nomination Committee ahead of the has also studied the nomination proposals rule 4.1 of the Code as its diversity policy 2020 AGM. No remuneration is paid to received and the evaluation of the Board of in preparing proposals of Board members.