Volvo 2003 Annual Report Download - page 28

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Corporate governance
Corporate
governance
Management system
The management of the Volvo Group is car-
ried out through a number of corporate bodies.
The shareholders excercise their voting
rights at the Annual General Meeting,
regarding i.a. the composition of the Board
of Directors and election of auditors. The
Board of Directors appoints the President
and CEO and decides on issues relating to
the Group’s strategic direction and its over-
all organization.
The President and CEO exercises the
daily control of the Group and the Group’s
eight business area presidents report to him.
Nomination Committee
In April 2003, the Annual General Meeting
resolved to authorize the Board Chairman to
appoint a Nomination Committee comprising
three members from among the representa-
tives of the company’s three largest owners,
in terms of voting rights, plus one member
representing shareholders with smaller hold-
ings in the company.
The Nomination Committee is responsible
for submitting to the Annual General Meeting
the names of candidates to serve as mem-
bers of the Board of Directors and as audi-
tors. The Committee also proposes the
amount of the fees to be paid to the holders
of these positions.
The Nomination Committee which was
appointed during the third quarter of 2003
and for the period up to the next Annual
General Meeting, comprises Lars Otterbeck,
Alecta, Shemaya Lévy, Renault, Marianne
Nilsson, Robur, Bengt Hane representing
shareholders with smaller holdings and Lars
Ramqvist, Chairman of the Board. Lars
Otterbeck was appointed Chairman of the
Committee. Lars Ramqvist resigned from the
Committee on February 2, 2004.
Report on Board activities during 2003
In 2003, Volvo’s Board of Directors consist-
ed of eight members up to and including the
Annual General Meeting, and ten members
thereafter, all elected by the shareholders. In
addition, the Board had three members and
two deputy members appointed by employee
organizations. The President is a member of
the Board of Directors.
During 2003, the Board held six regular
meetings and three extraordinary meetings.
The Board has adopted work procedures
for its internal activities that contain rules
pertaining to the number of Board meetings,
matters to be handled at regular meetings of
the Board and duties incumbent on the
Chairman.
The Board has also issued written instruc-
tions specifying when and how information
that is required to enable the Board to evalu-
ate the company’s and Group’s financial
position should be reported to the Board, as
well as the distribution of work between the
Board and the President, and in what cir-
cumstances the Executive Vice President is
to substitute for the President.
The Annual General Meeting decides on
the fees paid to the Board members elected
by the sharebolders. For 2003 the total
amount was SEK 5,200,000 of which the
Chairman of the Board, Lars Ramqvist,
received a fee of SEK 1,200,000.
During the year, the Board reviewed the
financial position of the company and Group
on a regular basis. The Board also dealt reg-
ularly with matters involving divestments,
acquisitions, the establishment of new oper-
ations, and matters related to investments in
product renewal and product development in
the Group’s business areas.
Changes in Board of Directors
and M anagem ent
At the Annual General Meeting on April 9,
2003, Neelie Kroes and Haruko Fukuda were
elected members of AB Volvo’s Board of
Directors.
Stefano Chmielewski was appointed
President of Renault Trucks and member of
the Volvo Group Executive Committee effective
May 1, 2003. He succeeded Philippe Mellier,
who left the Volvo Group for an appointment
as President of Alstom Transport.
At the beginning of 2003, Tryggve Sthen left
Volvo for a new appointment as President of
SKF Automotive Division.
Håkan Karlsson assumed the position of
President of Volvo Bus Corporation on June 1
and also became a member of the Group
Executive Committee from that date. He
succeeded Jan Engström, who was appointed
Senior Advisor of AB Volvo. Michel Gigou was
appointed Senior Vice President of AB Volvo.
As of January 1, 2004 Paul Vikner, who has
served since July 2001 as President of Mack
Trucks, Inc., was appointed member of the
Group Executive Committee.
The Chairm an of Volvo,
Lars Ram qvist, resigned
from the Board
Lars Ramqvist became Vice Chairman of Volvo’s
Board in 1998 and Chairman in 1999. On
February 2, 2004 Lars Ramqvist resigned from
the Board of Directors. At a statutory meeting
held following the scheduled Board meeting on
February 2, 2004, the Board elected Finn
Johnsson as the new Chairman through to the
Annual General Meeting. In connection with this,
the members of the Board thanked Lars
Ramqvist for his great commitment and the time
he dedicated to his Board work.