Volvo 2010 Annual Report Download - page 147

Between January 1, 2010 and December 31,
2010 Volvo did not deviate from any of the regu-
lations set forth in the Code.
This Corporate Governance Report has been
prepared in accordance with the Annual
Accounts Act and the Code.
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 at the Meeting and Chair-
man and other members of the Board as well
as proposal for fees and other compensations
to be paid to the Board members. In the years
in which election of auditors for Volvo shall be
held, the Election Committee presents pro-
posal for election of auditors and proposal for
fees to be paid to the auditors based on the
preparations carried out by Volvo’s Audit Com-
mittee. In addition, the Election Committee, in
accordance with prevailing instructions for
Volvo’s Election Committee, presents pro-
posals for members of the Election Committee
for the following year.
In accordance with the aforementioned
instructions, the Election Committee shall
meet as often as required for the Committee
to be able to fulfill its duties.
The Election Committee’s proposal shall be
presented to Volvo in sufficient time to be
included in the notice to attend the Annual
General 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
independent 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. Moreover, the Com-
mittee shall report on how it conducted its work.
In accordance with existing instructions, the
Annual General Meeting shall select five
members to serve on 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 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 rep-
resentative as a member of the Election Com-
mittee. If such an offer is made, it should be
directed in turn to the largest shareholder in
terms of voting rights not already being repre-
sented on the Election Committee. The
number of members on the Election Commit-
tee, however, may not exceed seven.
The Election Committee, which was
appointed at Volvo’s Annual General Meeting
in 2010 in accordance with the instructions,
comprised Volvo’s Chairman Louis Schweitzer,
Thierry Moulonguet, representing Renault
s.a.s., Carl-Olof By, representing AB Indus-
trivärden, Håkan Sandberg representing Sven-
ska Handelsbanken, SHB Pension Fund, SHB
Employee Fund, SHB Pensionskassa, and
Oktogonen and Lars Förberg, representing
Violet Partners LP. The Election Committee
elected Thierry Moulonguet as Chairman.
Later during 2010, as offered by the Election
Committee, AMF Pension appointed Ingrid
Bonde as member of the Committee.
The Election Committee has decided to
propose to the Annual General Meeting 2011
the re-election of Louis Schweitzer, Peter
Bijur, Jean-Baptiste Duzan, Leif Johansson,
Hanne De Mora, Anders Nyrén, Ravi Venkate-
san, Lars Westerberg and Ying Yeh as mem-
bers of the Board of Directors. The Election
Committee has also decided to propose to the
Annual General Meeting 2011 the re-election
of Louis Schweitzer as Chairman of the Board.
The Board
During the period January 1, 2010 and January
15, 2010AB 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.
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 Sch-
weitzer as new Chairman of the Board until the
next Annual General Meeting.
Effective from and including the 2010 Annual
General Meeting, AB Volvo’s Board of Directors
comprised nine members elected by the Annual
General Meeting. In addition, the Board had
three members and two deputy members
appointed by employee organizations. Louis
Schweitzer was elected Board Chairman at the
2010 Annual General Meeting.
AB Volvo’s CEO, Leif Johansson, has been a
member of the Board during the entire period.
The Board’s composition and attendance at
meetings January 1, 2010 to December 31,
20
Board
Audit
Committee
Remuneration
Committee
Finn Johnsson1  
Peter Bijur 8 6 
Jean-Baptiste Duzan 8 6 
Leif Johansson 8  
Hane de Mora24  
Anders Nyrén 8  5
Louis Schweitzer38  5
Ravi Venkatesan 6  
Lars Westerberg 8 6 
Ying Yeh48  5
Martin Linder,
employee representative 8  
Mikael Sällström,
employee representative 8  
Berth Thulin,
employee representative 8  
Total number of
meetings 8 6 5
1 Left the Board on January 15, 2010.
2 Was elected member of the Board on the Annual
General Meeting 2010.
3 Was appointed Chairman of the Board and Chariman
of the Remuneration Committee as of January 15,
2010 until the close of the Annual General Meeting
2010. Was Elected Chairman of the Board on the
Annual General Meeting 2010. Was appointed Chair-
man of the Remuneration Committee in connection
with the Annual General Meeting 2010.
4 Member of the Remuneration Committee as of Janu-
ary 15, 2010.
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