Good corporate governance is of major importance for maintaining correct, transparent and trust-instilling management and control. Industrivärden’s corporate governance is conducted on the basis of laws, the Stockholm Stock Exchange’s Rule Book for Issuers (www.nasdaqomxnordic.com), the Swedish Corporate Governance Code (“the Code”), rules for compensation of senior executives and for incentive programs (www.bolagsstyrning.se), and other applicable external rules and regulations. Among the internal governance documents that Industrivärden’s corporate governance is based on are Industrivärden’s Articles of Association, the instructions and Rules of Procedure for the Board of Directors, the Board’s committees and the Chief Executive Officer (CEO), and various policies and guidelines for the Company’s operations and organization.
The foundation for Industrivärden’s corporate governance is made up of the central company bodies: the general meeting of shareholders, the Nominating Committee, the Board of Directors and its committees, the CEO and the auditor. At the Annual General Meeting (AGM), which is held within six months after the end of the financial year, the shareholders elect the Board of Directors and auditor. The Board of Directors appoints the CEO. The auditor reviews the annual report and the Board’s and CEO’s administration. The Nominating Committee is tasked with, among other things, recommending board members, the Chairman of the Board and the auditor for election at the AGM.
Through the Articles of Association the shareholders have stipulated the object of the Company’s business, the minimum and maximum number of board members, and the forms of conducting general meetings of shareholders.
At the AGM, resolutions are made concerning recommendations and proposals set forth by the Nominating Committee, the Board and the shareholders, and other legally ordained matters are addressed. Among other things, the income statement and balance sheet are adopted, a decision is made regarding the dividend, the Board of Directors and auditor are elected and their fees are set, and a decision is made on whether to discharge the directors and the CEO from liability. Guidelines for compensation of senior executives are adopted at least every four years.