Corporate Governance Report Q Annual Report Corporate Governance Shareholders Report Nomination Committee General Meeting External auditor Remuneration Committee Board of Directors Audit Committee Getinge AB (publ) hereby presents the Corporate Governance Report for 2020. This Corporate Governance Report is reviewed by the company’s auditors. The review is President & CEO presented in the auditor’s report on pages 131–134. This Corporate Governance Report was Getinge’s overall structure Swedish Corporate Governance Code, HR & Sustainability prepared and adopted by Getinge AB for corporate governance Nasdaq Stockholm rules and good Quality Regulatory Compliance (publ)’s Board of Directors in accordance with the provisions of the Swedish Annual Effective corporate governance is a key practice on the stock market Finance Accounts Act and the Swedish component in ensuring that Getinge is The Group’s corporate governance is based Communication & Brand Management Corporate Governance Code (based on the managed sustainably and responsibly in on Swedish legislation, rules and regula- Legal, Compliance & Governance version per December 31, 2020). The Corpo- Corporate and Group functions rate Governance Report presents an over- accordance with applicable legislation and tions, applicable EU regulations, good view of Getinge’s corporate governance, regulations. The Group’s corporate practice on the stock market and Nasdaq’s including a description of the system for governance structure and its internal Rulebook for Issuers, based on the Swedish internal control and risk management in Global sales relation to financial reporting. regulations provide frameworks for Corporate Governance Code (“the Code”) Acute Care Therapies Surgical Workflows Life Science (10 sales regions) For a more detailed description of achieving business objectives and and applicable instructions, which are Getinge’s risks, see pages 51–55. For in- Business areas formation on the Getinge share, se pages strategies. It is aimed at ensuring the available at corporategovernanceboard.se. 150–151. continued strong development of the The company complies with the Code’s Updated information on Getinge’s cor- Group’s operations and, consequently, that regulations and presents in this report an porate governance in accordance with the Integrated Surgical Critical Cardiac Cardiac Vascular Cardio - Infection requirements in the Swedish Corporate the Group’s operations fulfill its obligations explanation for any deviation from the Workflow Work- Care Surgery Assist Systems pulmonary Control Governance Code are available at www. to shareholders, customers, employees, Code’s regulations in 2020, based on the Systems places getinge.com/int/about-us/corporate-gov- suppliers, creditors and society. version of the Code per December 31, 2020. Global sales organization Product Areas ernance/overview/. Information on the website does not comprise part of this This report summarizes how corporate Nasdaq Stockholm’s Rulebook for Issuers, Corporate Governance Report. governance is structured and how it has available at nasdaqomxnordic.com, and the been carried out and developed in the Swedish Securities Council’s rulings on Group during the 2020 fiscal year. good practice on the Swedish stock market Good compliance with the Code, Main governing bodies within Getinge Meeting. All shareholders registered in the are available on aktiemarknadsnamnden.se. no violations of stock market rules The main governing bodies within Getinge shareholders’ register six bank days before or good practice are: the Meeting and who have notified their Getinge follows the Code’s “comply or • Getinge AB’s General Meeting of Share- attendance to the Meeting before the time The company and Articles of Association Shares and shareholders explain” principle. holders given in the notice are entitled to partici- Getinge AB (publ) is a Swedish public The company’s Class B shares have been In the view of the Board of Directors, • The Board of Directors of Getinge AB pate in the Meeting and exercise their limited liability company (Aktiebolag). admitted to trading on Nasdaq Stock- Getinge essentially complied with the • President & CEO of Getinge AB, assisted voting rights in full. Shareholders who are The registered name of the company is holm since 1993 and the share is Code during 2020, however with the by the Getinge Executive Team. not able to personally attend can be Getinge AB (publ.). The company’s included in the Nasdaq Nordic Large deviation from the Code’s rule p. 2.4 that represented by proxy. The Articles of corporate registration number is Cap segment and the OMXS30 index. the Chairman of the Board or any other General Meeting of Shareholders Association also prescribe a possibility for 556408-5032. The registered office of the The total number of shares in the board member is not to be Chairman of the The General Meeting of Shareholders is the Board of Directors to resolve on the Board of Directors is in the municipality company amount to 272,369,573, of Nomination Committee. The Nomination Getinge’s highest decision-making body. collection of powers of attorney in of Gothenburg, Västra Götaland County, which 18,217,200 are Class A shares with Committee appointed Carl Bennet (Board Shareholders can exert their influence at accordance with procedure described in Sweden. The head office is located in each share carrying entitlement to ten member but also sole owner of the the Annual General Meeting (AGM) and, the Swedish Companies Act and to resolve Gothenburg. The objects of the compa- votes and 254,152,373 are Class B shares company’s largest shareholder, Carl Bennet when applicable, at an Extraordinary Gener- that shareholders can exercise their voting ny’s operations shall be to, directly or with each share carrying entitlement to AB) as Chairman of the Nomination al Meeting. A General Meeting of Share- rights by post prior to the Meeting. A indirectly through subsidiaries, engage in one vote. All shares carry the same Committee, since the Nomination holders will be held in the location that the shareholder who wishes to have a matter the manufacture and sale of medi- dividend entitlement. Committee found it important to have a Board has its registered office (Gothenburg put forward at the General Meeting of cal-technical equipment, and in any other At the end of the fiscal year of 2020, representative of the largest shareholder Municipality, Västra Götaland County) or in Shareholders must submit a written activities compatible therewith. The the single largest shareholder Carl to serve as Chairman of the Nomination Halmstad Municipality, Halland County. A proposal to the Board in a timely manner so company’s Articles of Association Bennet AB, held 20.00% of the total Committee. General Meeting of Shareholders will be that the proposal can be included in the contain no limitation on the number of number of issued shares and 50.10% of There were no violations of the stock convened by publishing notice in Post- och notice of the Meeting. votes each shareholder can cast at a all votes in the company, making him market rules and no violations of good Inrikes Tidningar and on the company’s The AGM must be held within six General Meeting of Shareholders. The the only direct or indirect shareholder practice on the stock market reported by website. An announcement is to be made in months of the end of the fiscal year. At the company’s Articles of Association with a holding in the company repre- Nasdaq Stockholm’s Disciplinary Commit- Svenska Dagbladet that notice of the AGM, the shareholders exercise their contain no specific provisions for the senting over one tenth of the number of tee or the Swedish Securities Council. Meeting has been published. Shareholders, voting rights in key issues, such as the appointment or dismissal of Board votes for all of the shares in the who want to participate in the discussions adoption of income statements and members or on amendments to the company. For information about at the Meeting must give notice of balance sheets, allocation of the compa- Articles of Association. The company’s shareholders and the Getinge share, see antecedence to the company not later than ny’s earnings, discharge from liability of Articles of Association are available on pages 150–151 in the annual report and the date provided in the notification of the members of the Board and the CEO, the Group’s website: www.getinge.com www.getinge.com. 56 2020 ANNUAL REPORT 2020 ANNUAL REPORT 57 Annual Report Q Corporate Governance Report Corporate Governance Report Q Annual Report election of Board members and auditors, votes in the company. Board Chairman 2021 Annual General Meeting relation to the company and its major compliance with the Code, no violations of proposed new Board member was also fees to Board members and auditors, the Johan Malmquist was elected Chairman of The 2021 Annual General Meeting (AGM) shareholders, independent representative stock market rules or good practice” for interviewed by the Nomination Committee. establishment of guidelines for remunera- the Meeting. The minutes from the AGM will be held on April 20, 2021. The date and of the minority shareholders as a member information about deviations from the In its own evaluation the Nomination tion to senior executives (where applica- are available on Getinge’s website: www. location of the AGM were published on the of the Nomination Committee. In addition, Code.) No remuneration is paid to members Committee also assessed whether the ble), approval of the remuneration report getinge.com. The decisions made by the company’s website in conjunction with the the instruction contains, for example, of the Nomination Committee, and the Board functioned well and whether the (for the first time at the 2021 AGM), and AGM include: publication of the interim report for the provisions that are applicable in the event members have affirmed that there are no current Board members possess broad approval of principles for appointment of • Adoption of the submitted income state- third quarter of 2020.