Volvo 2011 Annual Report Download - page 159

further have positions in management teams
and decision-making bodies for other business
areas and Group functions. These bodies will
effect control and follow-ups of financial devel-
opment, strategies and targets as well as make
decisions regarding, for example, investments.
Swedish Code of Corporate Governance
Volvo applies the Swedish Code of Corporate
Governance (the Code), which is available at
www.bolagsstyrning.se.
Between January 1, 2011 and December 31,
2011, 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 Chairman
and other members of the Board, as well as pro-
posing fees and other compensations to be
paid to the Board members. In the years in
which Volvo elects auditors, the Election Com-
mittee presents proposals for the election of
auditors and proposals for fees to be paid to the
auditors based on the preparations carried out
by Volvo’s Audit Committee. 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 Meeting
being published, the Election Committee shall,
among other duties, 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. Moreover, the Committee shall report on
how it conducted its work.
In accordance with existing instructions, the
Annual General Meeting shall select five mem-
bers to serve on the Election Committee, of
whom four shall represent the largest sharehold-
ers 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. Addition-
ally, 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 represented on the Election
Committee. The number of members on the Elec-
tion Committee, however, may not exceed seven.
In accordance with its instructions, Volvo’s
2011 Annual General Meeting resolved to
appoint the following individuals as members of
the Election Committee: Volvo’s Chairman
Louis Schweitzer, Jean-Baptiste Duzan, repre-
senting Renault s.a.s., Carl-Olof By, representing
AB Industrivärden, Håkan Sandberg, representing
Svenska Handelsbanken, SHB Pension Fund,
SHB Employee Fund, SHB Pensionskassa, and
Oktogonen, and Lars Förberg, representing
Violet Partners LP. The Election Committee
appointed Carl-Olof By as Chairman.
The Board
During the period January 1, 2011 – December 31,
2011, AB Volvo’s Board of Directors consisted
of nine members elected by the Annual General
Meeting. In addition, the Board had three members
and two deputy members appointed by
employee organizations.
Leif Johansson, who was Volvo’s CEO until
September 1, 2011, was also a Board member
until September 1, 2011, when he was replaced
on the Board by Olof Persson who also
assumed the position of CEO.
During 2011, six regular meetings, one statu-
tory meeting and five extraordinary meetings
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 Chairman. In accord-
ance with these procedures, the Board’s Chair-
man shall organize and guide the Board’s work,
be responsible for contacts with the owners
regarding ownership matters and provide the
owners’ viewpoints to the Board, ensure that
the Board receives adequate information and
decision documents for its work and ensure
compliance with the Board’s decisions. In addition,
the work procedures contain directives con-
cerning the tasks of the Audit Committee and
the Remuneration Committee respectively. The
Board has also issued written instructions
specifying how financial information should be
reported to the Board, as well as defining the
distribution of duties between the Board and
the President.
The Board’s composition and attendance at
meetings January 1, 2011 to December 31,
2011
Board
Audit
Commit-
tee
Remu-
neration
Commit-
tee
Peter Bijur 12 8 
Jean-Baptiste Duzan 12 8 
Leif Johansson17  
Olof Persson24  
Hane de Mora 12  
Anders Nyrén 12  4
Louis Schweitzer 12  4
Ravi Venkatesan 12  
Lars Westerberg 12 8 
Ying Yeh 11  3
Martin Linder3,
employee
representative 10  
Mikael Sällström,
employee
representative 11  
Berth Thulin,
employee
representative 12  
Peteris Lauberts4,
employee
representative 1  
Total number of
meetings 12 8 4
1 Left the Board on August 31, 2011.
2 Was elected member of the Board as of
September 1, 2011.
3 Left the Board on November 30, 2011.
4 Joined the Board as member as of
November 30, 2011, previously deputy.
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