Volvo 2007 Annual Report Download - page 77
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Please find page 77 of the 2007 Volvo annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.been prepared. The Board’s report regarding
internal controls over the fi nancial reporting is
included as a special section of this Corporate
Governance Report, in accordance with appli-
cation instructions from the Swedish Cor-
porate Governance Board.
Between January 1, 2007 and December
31, 2007 Volvo did not deviate from any of the
Code’s regulations that were applicable dur-
ing this period, with the exception of para-
graph 4.2.1. The exception is that Tom
Hedelius is a member of the Remuneration
Committee even though he is not, according
to the Code, independent in relation to the
company and the company management
since he has been a member of the Board of
Directors of the company for more than 12
years. The Board considers, however, Tom
Hedelius to be well suited as a member of the
Remuneration Committee, regardless of the
fact that he has been a Board member for a
long time.
This corporate governance report has not
been reviewed by the company’s auditors.
Election Committee
The Election Committee is the shareholders’
body responsible for submitting to the Annual
General Meeting the names of candidates to
serve as Chairman and other members of the
Board, proposal for fees and other compensa-
tions to be paid to the Board members and
proposal for fees to be paid to the auditors. In
the years in which election of auditors for
Volvo shall be held, the Election Committee
presents proposals for election of auditors
based on the preparations carried out by Volvo’s
Audit Committee.
In conjunction with the Election Committee
proposing candidates for Chairman and the
other members of the Board, the Election
Committee shall comment on whether those
persons who are proposed are to be con-
sidered as independent in relation to the com-
pany and company management as well as to
large shareholders in the company. The Election
Committee’s proposal shall be presented to
Volvo in suffi cient time to be able to be included
The Board’s composition and attendance at
meetings January 1, 2007 to December 31,
2007
Audit Remuneration
Board Committee Committee
Finn Johnsson 8 4
Per-Olof Eriksson 7 3
Tom Hedelius 8 4
Leif Johansson 8
Louis Schweitzer 6 2
Philippe Klein 7
Ying Yeh 7 3
Peter Bijur 8 3
Lars Westerberg1 4 1
Olle Ludvigsson,
arbetstagarrepresentant 8
Johnny Rönnkvist,
arbetstagarrepresentant 8
Martin Linder,
arbetstagarrepresentant 7
Total number of
meetings 8 3 4
1Elected to the Board at the 2007 Annual General Meeting.
in the notice of the Annual General Meeting and
at the same time published on Volvo’s website.
At Volvo’s Annual General Meeting in 2007,
new instructions for the Election Committee
were adopted. According to these instruc-
tions, the Annual General Meeting shall select
fi ve members for the Election Committee, of
which four shall represent the largest share-
holders in the company, in terms of the number
of votes, who have expressed their willingness
to participate in the Election Committee. In
addition, one of the members shall be the
Chairman of the Board. Additionally, the Elec-
tion Committee can offer other larger share-
holders to appoint one representative as a
member of the Election Committee. If such an
offer is made, it should be directed in turn to
the largest shareholder in terms of voting
rights not already being represented on the
Election Committee. The number of members
on the Election Committee may not exceed
seven however.
The Election Committee, which was
appointed at Volvo’s Annual General Meeting
in 2007 in accordance with the new instruc-
tions, comprised Volvo’s Chairman Finn
Johnsson, Carl-Olof By, representing Svenska
Handelsbanken, SHB Pension Fund, SHB
Pensionskassa, SHB Employee Fund and
Oktogonen, Lars Förberg, representing Violet
Partners LP, Björn Lind, representing SEB
Fonder/Trygg Försäkring and Thierry Mou-
longuet, representing Renault s.a.s. The Elec-
tion Committee elected Thierry Moulonguet
as Chairman. During 2007, the Election Com-
mittee appointed Eva Halvarsson, represent-
ing Andra AP-fonden, as a member of of the
Election Comittee. Due to a change in the
shareholder structure, Eva Halvarsson was
replaced in August 2007 by Christer Elme-
hagen, representing AMF Pension. The Elec-
tion Committe also appointed Bengt Kjell,
representing AB Industrivärden as a member
of the Election Committee. The Election Com-
mittee’s proposal in advance of the 2008
Annual General Meeting will be made public
in conjunction with the notice to the Annual
General Meeting and on Volvo’s website.
The Board
In 2007, AB Volvo’s Board of Directors con-
sisted of nine members elected by the Annual
General Meeting. In addition, the Board had
three members and two deputy members
appointed by employee organizations. The CEO,
Leif Johansson, was a member of the Board.
During 2007, six regular meetings, one
statutory meeting and one extraordinary
meeting were held.
The Board has adopted work procedures
for its activities that contain rules pertaining
to the distribution of work between the Board
members, the number of Board meetings,
matters to be handled at regular meetings of
the Board and duties incumbent on the Chair-
man. In addition thereto, the work procedures
contain directives concerning the tasks of the
Audit Committee and the Remuneration Com-
mittee respectively. The Board has also issued
written instructions specifying how fi nancial
information should be reported to the Board
as well as the distribution of duties between
the Board and the President.
The Annual General Meeting decides on
the fees to be paid to the Board members
elected by the shareholders. The Annual Gen-
eral Meeting held on April 4, 2007 approved a
Corporate Governance 2007 73