Volvo 2011 Annual Report Download - page 158

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Renumeration
Committee
Audit Committee
Shareholders
President
Group Executive Committee
Auditors
The Volvo Group Corporate Governance Model
Board
Election CommitteeAnnual General Meeting
CORPORATE GOVERNANCE REPORT
In March 2011, the Board of Directors resolved to appoint as of September 1, 2011, when Leif
Johansson resigned after almost 15 years as CEO, Olof Persson as the new President and CEO of
Volvo. During the year the Board of Directors also resolved to introduce new financial targets for
the Volvo Group. Based on the uncertainty in the macroeconomic trend, the Board focused during
2011 particularly on continuously adapting the company’s activities to the prevailing demand.
Corporate bodies in
corporate governance
The governance and control of the Volvo Group
is carried out through a number of corporate
bodies. At the Annual General Meeting, the
shareholders exercise their voting rights with
regard, for example, to the composition of the
Board of Directors of AB Volvo and election of
external auditors and as otherwise stipulated in
the Companies Act. Information concerning the
largest shareholders in AB Volvo as of Decem-
ber 31, 2011, including information on share-
holders, whose shareholdings in the company
represent at least one tenth of the votes for all
shares in the company, is provided in the Board
of Director’s report for Volvo on page 53.
The notice for Annual General Meetings (and
for Extraordinary General Meetings if any) is
made through advertisement in the Post- and
Inrikes Tidningar (Swedish Official Gazette) and
on the company’s website. Announcement that
the notice has been published is advertised in
Dagens Nyheter and Göteborgs-Posten.
An Election Committee, appointed by the
Annual General Meeting of AB Volvo, proposes
Board members, Board Chairman and external
auditors. The Board is responsible for the
Group’s long-term development and strategy,
for regularly controlling and evaluating the com-
pany’s operations and for the other duties set
forth in the Companies Act. In addition, the
Board appoints the President of AB Volvo, who
is also the Chief Executive Officer (CEO). The
duties of the Board are partly exercised through
its Audit Committee and its Remuneration
Committee. The CEO is in charge of the daily
management of the Group in accordance with
guidelines and instructions provided by the Board.
On January 1, 2012, the Volvo Group intro-
duced a new organization, which was presented
on October 4, 2011, and which among other
things aims at the coordination of products and
brands in the Group’s Trucks operations. In the
new organization, the CEO leads the operations
the operations of the Group partly through the
Group Executive Team, as previously, but also
through the newly established Group Trucks
Executive Management Team. In addition, the
CEO conducts regular follow-ups with the
heads of other business areas, Group functions
and corporate functions.
The Group Executive Team comprises those
who report directly to the CEO. The Group
Executive Team has 16 members including the
CEO. The Group Executive Team meetings,
which are headed by the CEO, address Group-
wide issues and issues affecting individual
business areas, Group functions or corporate
functions. The Group Trucks Executive Man-
agement Team comprises, in addition to the
CEO, mostly members of the Group Executive
Team. Members of the Group Executive Team
CORPORATE GOVERNANCE REPORT 2011
154