Saab 2011 Annual Report Download - page 139

is Corporate Governance Report has been reviewed by the com-
pany’s auditor pursuant to the Annual Accounts Act, see the Audi-
tor’s Report attached to the Corporate Governance Report.
Saab has not deviated from the provisions of the Code during
 and hence does not report any deviations from the Code.
Ownership structure and number of shares
Saab’s share capital amounted to  ,,, on  December,
 and consisted of ,, series  shares and ,, series 
shares. Series  shares have ten votes each, while series B shares have
one vote each. One series  share may, on demand of the owner, be
converted into one series  share. e Saab shares are registered with
Euroclear Sweden . e quota value per share is  . e series
B shares are listed on   Stockholm on the large cap list.
e series  shares are not listed. A round lot consists of  shares.
All series  shares are owned by Investor .
Largest shareholders, 31 December 2011
According to SIS Ownership Service
Share of
capital, %
Share of
votes, %
Investor AB, Sweden 30.0 40.8
Wallenberg Foundations, Sweden 8.7 7.7
Swedbank Robur funds, Sweden 4.8 4.3
Unionen, Sweden 2.5 2.2
AFA Insurance, Sweden 2.3 2.0
SEB funds, Sweden 2.1 1.9
Fourth AP Fund, Sweden 2.1 1.8
SHB funds, Sweden 2.1 1.8
Orkla ASA, Norway 1.6 1.5
Länsförsäkringar funds, Sweden 1.0 0.9
Total 57.2 64.9
At the end of December , Saab held ,, own shares of series
B shares, corresponding to approximately . per cent of the share
capital. For additional information about the ownership structure,
see pages  and . e Board of Directors has an authorisation
from the Shareholders’ Meeting to repurchase shares. See page  for
further information.
Nomination Committee
e Annual General Meeting of Saab in April  adopted a nomina-
tion committee process stating that Saab shall have a Nomination
Committee consisting of one representative of each of the four share-
holders or groups of shareholders with the greatest number of votes,
along with the Chairman of the Board. e names of the four share-
holder representatives and the shareholders they represent shall be
announced at least six months prior to the Annual General Meeting
based on known voting rights as per the last business day in August the
year before the Annual General Meeting. e nomination committee
process includes procedures, where necessary, to replace a member
who leaves the committee before its work has been completed.
According to the nomination committee process adopted at the
Annual General Meeting , the Nomination Committee shall
provide proposals regarding the following issues, to be presented to
the Annual General Meeting for resolution:
(a) the Chairman of the Shareholders’ Meeting,
(b) the Board of Directors,
(c) the Chairman of the Board,
(d) the remuneration to the members of the Board, allocated
between the Chairman and other members of the Board, and
remuneration for committee work,
(e) election of auditors, if applicable, and
(f) audit fees.
Before the Annual General Meeting of Saab AB on  April , it
was announced through a press release on  October  that, in
addition to Chairman of the Board, Marcus Wallenberg, the follow-
ing shareholder representatives had been appointed to Saab’s Nomi-
nation Committee (shareholder’s name in parentheses): Petra
Hedengran (Investor AB), Peter Wallenberg Jr (Knut and Alice Wal-
lenberg Foundation), omas Eriksson (Swedbank Robur Funds)
and omas Ehlin (Nordea Investment Funds). Petra Hedengran is
the Chairman of the Nomination Committee.
ese persons represent in the aggregate approximately  per-
cent of the votes in Saab based on the ownership structure as of 
August .
e proposal of the Nomination Committee will be presented
not later than in connection with the notice of the Annual General
Meeting .
Members of the Nomination Committee for the
Annual General Meeting 2012
Member Representing
% of votes
31-8-2011
% of capital
31-8-2011
Petra Hedengran Investor AB 40.8 30.0
Peter Wallenberg Jr Knut and Alice Wallenberg
Foundation 7.7 8.7
Thomas Eriksson Swedbank Robur Funds 2.8 3.1
Thomas Ehlin Nordea Investment Funds 2.5 2.8
Marcus Wallenberg Chairman of the Board,
Saab AB - -
Board of Directors
Composition of the Board
According to Saab’s Articles of Association, the Board of Directors
shall, in addition to the employee representatives, consist of at least six
and not more than twelve members. Members of the Board shall be
elected each year by the Shareholders’ Meeting. According to a resolu-
tion at the Annual General Meeting on April , , Saab’s Board of
SAAB ANNUAL REPORT 2011 135
CORPORATE GOVERNANCE REPORT