Saab 2014 Annual Report Download - page 58

ADMINISTRATION REPORT
CORPORATE GOVERNANCE REPORT
INTRODUCTION
Saab AB is a Swedish public limited liability company and the
company’s shares are listed on Nasdaq Stockholm.
Saab’s corporate governance is based on Swedish legislation, pri-
marily the Swedish Companies Act, the Swedish Annual Accounts
Act, Nasdaq Stockholm Rules for issuers – which also include the
Swedish Code of Corporate Governance – and other relevant
Swedish and foreign laws and guidelines.
Saab has a Code of Conduct with ethical guidelines in a number
of areas on how employees are expected to act in contacts with
customers, business partners and in society as well as with each other
as colleagues. Saab’s Code of Conduct is a part of the governance of
Saab. For further information, see pages 35, 39 and 52.
Swedish Code of Corporate Governance
Since Saab shares are traded on Nasdaq Stockholm and it must follow
good practices in the securities market, Saab is also obligated to com-
ply with the Swedish Code of Corporate Governance (the Code). e
Code is available at www.bolagsstyrning.se
Saab applies the Code and strives to maintain a high standard in
its corporate governance. is Corporate Governance Report is pre-
pared in accordance with the Annual Accounts Act and the Code,
and describes how Saab applied the Code during the nancial year
2014. e Annual General Meeting 2014 was planned and carried out
in accordance with the Code. e Annual General Meeting 2015 will
also be planned and carried out pursuant to the provisions of the
Code. Saab’s website, www.saabgroup.com, has a special area for
corporate governance issues, which is updated in accordance with
the Code.
e Board annually issues a report on how the internal control
of nancial reporting is organised, which can be found at the end of
this report.
is Corporate Governance Report has been reviewed by the
company’s auditor pursuant to the Annual Accounts Act; see pages
132–133.
Saab did not deviate from the provisions of the Code in 2014.
SHAREHOLDERS’ MEETING AND OWNERSHIP STRUCTURE
Pursuant to the Swedish Companies Act, the Shareholders’ Meeting
is a company’s highest decision-making body. At a Shareholders’
Meeting, the shareholders are given the possibility to exercise their
voting rights. e Annual General Meeting shall be held within six
months aer the end of each nancial year. At the Annual General
Meeting, resolutions are voted on relating to matters such as the
annual report, dividend, election of Board members, Board fees,
auditors’ fees, adoption of remuneration guidelines for senior execu-
tives and, when applicable, election of the external auditor and other
matters stipulated in the Companies Act. e Annual General Mee-
ting of Saab was held on 8 April 2014 in Stockholm and attended by
531 shareholders, representing approximately 72 per cent of the total
voting rights in the company. is year the Annual General Meeting
will be held on 15 April 2015 in Stockholm. For more information,
see page 134.
On 31 December 2014, Saab’s share capital amounted to
SEK 1,746,405,504 and consisted of 1,907,123 Series A shares and
107,243,221 Series B shares. Series A shares have ten votes each,
while Series B shares have one vote each. One Series A share may, on
demand of the owner, be converted into one Series B share. e Saab
shares are registered with Euroclear Sweden AB. e quota value per
share is SEK 16. e Series B shares are listed on Nasdaq Stockholm
on the Large Cap list. e Series A shares are not listed. All Series A
shares are owned by Investor AB.
LARGEST SHAREHOLDERS, 30 DECEMBER 2014
According to SIS Ownership Service Share of capital, % Share of votes, %
Investor AB, Sweden 30.0 40.7
Wallenberg Foundations, Sweden 8.7 7.7
Swedbank Robur Funds, Sweden 5.8 5.2
AFA Insurance, Sweden 4.9 4.4
Unionen, Sweden 2.7 2.4
SHB Funds, Sweden 2.4 2.1
Nordea Funds, Sweden 1.4 1.2
Odey Funds, UK 1.3 1.2
First AP Fund, Sweden 1.3 1.2
SEB Funds, Sweden 1.3 1.2
As of 31 December 2014, Saab held 3,650,364 of its own Series B
shares, corresponding to about 3.3 per cent of the share capital.
For additional information on the ownership structure, see page 24.
e Board of Directors has an authorisation from the Shareholders’
Meeting to repurchase shares, see page 65 for further information.
NOMINATION COMMITTEE
According to the Nomination Committee process, which was adop-
ted at the Annual General Meeting in 2011 and applies until further
notice, Saab shall have a Nomination Committee consisting of one
representative of each of the four shareholders or groups of share-
holders with the greatest number of votes, along with the Chairman
of the Board. e names of the four shareholder 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 of August in the year before the
Annual General Meeting. e nomination committee process inclu-
des procedures, where necessary, to replace a member who leaves the
committee before its work has been completed.
According to the nomination committee process, 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 bet-
ween the Chairman and other members of the Board, and
remuneration for committee work,
e) election of auditors, if applicable, and
f) fees to Saab’s auditors.
Ahead of the Annual General Meeting of Saab AB on 15 April 2015,
it was announced in a press release on 14 October 2014 that, in
addition to Chairman of the Board Marcus Wallenberg, the following
shareholder representatives had been appointed to Saab’s Nomina-
tion Committee (shareholder’s name in parentheses): Petra
Hedengran (Investor AB), Peter Wallenberg Jr (Knut and Alice
Wallenberg Foundation), Tomas Hedberg (Swedbank Robur Funds)
and Anders Algotsson (AFA Insurance). Petra Hedengran is the
Chairman of the Nomination Committee.
ese persons in the aggregate represent approximately 56 per
cent of the votes in Saab based on the ownership structure as of 31
August 2014.
e proposal of the Nomination Committee will be presented
not later than in connection with the notice of the Annual General
Meeting 2015.
54 – SAAB ANNUAL REPORT 2014