Volvo 2009 Annual Report Download - page 61

and it has not been reviewed by the company’s
external 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 proposal 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 sufcient time to be
included in the notice to attend the Annual Gen-
eral Meeting and to be published on Volvo’s
website at the same time. In conjunction with
the notice to attend the Annual General Meet-
ing is published, the Election Committee shall,
among other things, comment on whether those
persons who are proposed to be elected as
Board members are to be considered as inde-
pendent in relation to the company and company
management as well as to major 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 Commit-
tee were adopted. According to these instruc-
tions, the Annual General Meeting shall select
ve members to serve on the Election Commit-
tee, of which four shall represent the largest
shareholders in the company, in terms of the
number of votes, who have expressed their will-
ingness to participate. In addition, one of the
members shall be the Chairman of the AB Volvo
Board. Additionally, the Election Committee 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 shareholder in
terms of voting rights not already being
re presented on the Election Committee. The
number of members on the Election Committee,
however, may not exceed seven.
The Election Committee, which was appointed
at Volvo’s Annual General Meeting in 2009 in
accordance with the instructions, comprised
Volvo’s Chairman Finn Johnsson, Carl-Olof By,
representing AB Industrivärden, Lars Förberg,
representing Violet Partners LP, Thierry Mou-
longuet, representing Renault s.a.s. and Lars
Öhrstedt, representing AFA Försäkring. The
Election Committee elected Thierry Moulonguet
as Chairman. Later during 2009, the Election
Committee offered Svenska Handelsbanken
together with SHB Pension Fund, SHB Pen-
sionskassa, SHB Employee Fund and Oktogo-
nen 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 Ingrid Bonde.
On January 15, 2010, Finn Johnsson resigned
as Chairman of the Board and Board member.
Thereby, he also left the Election Committee.
The Election Committee has decided to pro-
pose to the Annual General Meeting 2010 the
re-election of Peter Bijur, Jean-Baptiste Duzan,
Leif Johansson, Anders Nyrén, Louis Sch-
weitzer, Ravi Venkatesan, Lars Westerberg and
Ying Yeh and the new election of Hanne de
Mora as members of the Board of Directors.
The Election Committee has also decided to
propose to the Annual General Meeting 2010
the election of Louis Schweitzer as Chairman of
the Board.
The Board
In 2009, 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. AB Vol-
vo’s CEO, Leif Johansson, was a member of the
Board.
On January 15, 2010, Finn Johnsson resigned
as Chairman of the Board and Board member.
Thereby, the number of Board members elected
by the Annual General Meeting decreased to
eight. In connection with Finn Johnsson resign-
ing as Chairman of the Board and Board mem-
ber, the Board of Directors appointed Louis
Schweitzer as new Chairman of the Board until
the next Annual General Meeting.
During 2009, six regular meetings, one statu-
tory meeting and two extraordinary meetings
were held.
The Board’s composition and attendance at
meetings January 1, 2009 to December 31,
2009
Board Audit Committee Remuneration Committee
Finn Johnsson 9 4
Peter Bijur 8 3
Jean-Baptiste
Duzan15 2
Tom Hedelius24
Leif Johansson 9
Philippe Klein33
Anders Nyrén45 4
Louis Schweitzer 8 4
Ravi Venkatesan 8
Lars Westerberg 9 3
Ying Yeh571
Martin Linder,6
employee
representative 8
Olle Ludvigsson,7
employee
representative 7
Johnny Rönnkvist,8
employee
representative 6
Mikael Sällström,9
employee
representative 2
Berth Thulin,10
employee
representative 3
Total number
of meetings 9 3 4
1 Elected to the Board at the 2009 Annual General
Meeting. Member of the Audit Committee since April,
2009
2 Resigned from the Board and the Remuneration
Committee in conjunction with the 2009 Annual Gen-
eral Meeting
3 Resigned from the Board in conjunction with the 2009
Annual General Meeting
4Elected to the Board at the 2009 Annual General
Meeting
5Resigned from the Audit Committee in April, 2009
6 At the meeting at which Martin Linder was not present,
Margareta Öhlin (deputy, employee representative)
took his place
7Resigned from the Board on September 8, 2009
8Resigned from the Board on June 26, 2009
9Board member as from September 8, 2009
10 Board member as from June 26, 2009
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