Volvo 2012 Annual Report Download - page 78

Corporate Governance Report
AB Volvo’s shares are admited to trading on the
NASDAQ OMX Stockholm and accordingly,
Volvo complies with NASDAQ OMX Stockholm’s
Rule Book for Issuers. As a listed company,
Volvo also applies the Swedish Corporate
Governance Code (the Code), which is available
at www.bolagsstyrning.se.
Between January 1, 2012 and December 31,
2012, Volvo did not deviate from any of the regu-
lations set forth in the Code.
This Corporate Governance Report was pre-
pared in accordance with the Swedish Annual
Accounts Act and the Code, and is separate
from the Annual Report. The report has been
examined by Volvo’s auditors and includes a
report from the auditors.
The governance and control of the Volvo Group
is carried out through a number of corporate
bodies. At the General Meetings of AB Volvo,
which is the Parent Company in the Volvo
Group, the shareholders exercise their voting
rights with regard to for example the composi-
tion of the Board of Directors of AB Volvo and
election of auditors.
An Election Committee, appointed by the
Annual General Meeting of AB Volvo, submits pro-
posals to the next Annual General Meeting con-
cerning the election of Board members, Board
Chairman and, when necessary, external auditors,
and proposals for resolutions concerning fees to
the Board and the auditors.
The Board is ultimately responsible for Volvo’s
organization and management of the operations.
The duties of the Board are partly exercised
through its Audit Committee and its Remuneration
Committee.
In addition, the Board appoints the President of
AB Volvo, who is also the Chief Executive Officer
(CEO) of the Volvo Group. The CEO is in charge of
the daily management of the Group in accordance
with guidelines and instructions provided by the
Board.
Division of responsibilities and duties between
General Meetings, the Board of Directors and the
President are regulated inter alia by the Swedish
Companies Act, Volvo’s articles of association, the
Code and the Board’s work procedures.
On January 1, 2012, the imple-
mentation of a new, more functional
oriented organizational structure for
the Volvo Group was initiated.
At the Annual General Meeting
held on April 4, 2012, Carl-Henric
Svanberg was appointed new Chair-
man of the AB Volvo Board.
In December 2012, Renault s.a.s.
divested its holding of Volvo shares
and, in connection therewith, con-
verted a large number of series A
shares to series B shares, entailing
that the total number of votes in
the company declined.
Significant events
during 2012
The Swedish Corporate
Governance Code
Corporate Governance
Model
74
CORPORATE GOVERNANCE REPORT 2012 CORPORATE GOVERNANCE