Volvo 2008 Annual Report Download - page 69

business units and these comprise mainly of
other members of the Group Executive Com-
mittee. The Boards of the business areas and
business units effect control and follow-ups of
business areas’ and business units’ fi nancial
development, business plans and goals as well
as make decisions regarding, for example,
investments.
Swedish Code of Corporate Governance
Volvo applies the Swedish Code of Corporate
Governance, revised as of July 1, 2008 (the
Code), in accordance with which this Corpor-
ate Governance Report has been prepared.
The Board’s report of the key aspects of the
company’s system for internal controls and
risk management regarding fi nancial reports is
included as a special section of this Corporate
Governance Report.
Between January 1, 2008 and December 31,
2008 Volvo did not deviate from any of the rereg-
ulations set forth in the Code.
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 as well as proposal for fees and other
compensations to be paid to the Board mem-
bers. In the years in which election of auditors
for Volvo shall be held, the Election Committee
presents proposals for election of auditors and
proposal for fees to be paid to the auditors
based on the preparations carried out by
Volvo’s Audit Committee.
The Election Committee’s proposal shall be
presented to Volvo in suffi cient time to be able
to be included in the notice to attend the
Annual General Meeting and at the same time
to be published on Volvo’s website. In conjunc-
tion with the notice to attend the Annual Gen-
eral Meeting is published, the Election Com-
mittee shall among other things comment on
whether those persons who are proposed to
be elected as Board members 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 and further
to comment on their material assignments and
holding of shares in Volvo. At Volvo’s Annual
General Meeting in 2007, new instructions for
the Election Committee were adopted. Accord-
ing to these instructions, the Annual General
Meeting shall select fi ve members for the
Election Committee, of which four shall repre-
sent the largest shareholders 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 AB
Volvo Board. Additionally, the Election Com-
mittee can offer other larger shareholders 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 share-
holder in terms of voting rights not already
being represented on the Election Committee.
The number of members on the Election Com-
mittee may not exceed seven however.
The Election Committee, which was
appointed at Volvo’s Annual General Meeting
in 2008 in accordance with the new instruc-
tions, comprised Volvo’s Chairman Finn Johns-
son, Carl-Olof By, representing AB Indus-
trivärden, Lars Förberg, representing Violet
Partners LP, Anders Oscarsson, representing
SEB Fonder / Trygg Försäkring and Thierry
Moulonguet, representing Renault. The Elec-
tion Committee elected Thierry Moulonguet as
Chairman. Later during 2008, the Election
Committee offered Svenska Handelsbanken
togheter with SHB Pension Fund, SHB Pen-
sionskassa, SHB Employee Fund and Okta-
gon and AMF Pension to appoint one repre-
sentative each as a member of the Election
Committee. Handelsbanken and others
appointed Håkan Sandberg and AMF Pension
appointed Christer Elmehagen. When Christer
Elmehagen in December 2008 retired from
AMF Pension, he also retired from the Election
Committee.
The Election Committee has proposed re-
election of Peter Bijur, Leif Johansson, Finn
Johnsson (Chairman of the Board), Louis Sch-
weitzer, Ravi Venkatesan, Lars Westerberg
and Ying Yeh as members of the AB Volvo
Board. In addition, the Election Committee
proposed election for the fi rst time of Jean-
Baptiste Duzan and Anders Nyrén. Tom
Hedelius and Philippe Klein have declined re-
election.
The Board
In 2008, 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 2008, six regular meetings, one
statutory meeting and one extraordinary meet-
ing 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, mat-
ters to be handled at regular meetings of the
Board and duties incumbent on the Chairman.
The Board’s composition and attendance at
meetings January 1, 2008 to December 31,
2008
Board
Audit
Committee
Remunera-
tion
Committee
Finn Johnsson 8 4
Peter Bijur 73
Per-Olof Eriksson131
Tom Hedelius 7 3
Leif Johansson 8
Philippe Klein 5
Louis Schweitzer 7 3
Ravi Venkatesan22
Lars Westerberg 83
Ying Yeh 73
Martin Linder, employee
representative 8
Olle Ludvigsson,
employee representative 8
Johnny Rönnkvist,
employee representative 7
Total number of
meetings 83 4
1 Resigned from the Board in conjunction with the 2008
Annual General Meeting.
2 Elected to the Board at the 2008 Annual General Meeting.
Corporate Governance 2008
65