Volvo 2012 Annual Report Download - page 81

Duties
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 proposing fees and other compensations to
be paid to the Board members.
In the years in which Volvo elects auditors, the
Election Committee presents proposals to the
Meeting for the election of auditors and for fees
to be paid to the auditors. In addition, the Elec-
tion Committee, in accordance with prevailing
instructions for Volvo’s Election Committee, pre-
sents proposals for members of the Election
Committee for the following year.
The Election Committee’s proposal shall be
presented to Volvo in sufficient time to be inclu-
ded 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 com-
ment on whether those persons who are propo-
sed 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 duties and
holding of shares in Volvo.
Election Committee
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Composition
In accordance with instructions adopted by the
Annual General Meeting 2007, the Annual
General Meeting shall select five members to
serve on the Election Committee, of whom four
shall represent the largest shareholders in the
company, in terms of the number of votes, who
have expressed their willingness to participate
on the Election Committee. In addition, one of
the members shall be the Chairman of the AB
Volvo Board. Additionally, the Election Commit-
tee can offer other major 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 share-
holder in terms of voting rights not already
represented on the Election Committee. The
number of members on the Election Commit-
tee, however, may not exceed seven.
In accordance with its instructions, Volvo’s
Annual General Meeting 2012 resolved to
appoint the following individuals as members of
the Election Committee:
• Carl-Henric Svanberg, Chairman of the Board,
• Jean-Baptiste Duzan, representing Renault
s.a.s.,
• Carl-Olof By, representing AB Industrivärden,
• Lars Förberg, representing Violet Partners LP, and
• Håkan Sandberg, representing Svenska
Handelsbanken, SHB Pension Fund, SHB
Employee Fund, SHB Pensionskassa and
Oktogonen.
The Election Committee appointed Carl-Olof By
as Chairman.
Board of Directors
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Duties
The Board of Directors is ultimately responsible for
Volvo’s organization and management of the
company’s operations. The Board is responsible for
the Group’s long-term development and strategy, for
regularly controlling and evaluating the Group’s ope-
rations and for the other duties set forth in the Swe-
dish Companies Act.
Composition
During the period January 1, 2012 – December 31,
2012, AB Volvo’s Board consisted of nine members
elected by the Annual General Meet ing. In addition,
the Board had three members and two deputy mem-
bers appointed by employee organizations.
The Annual General Meeting 2012 appointed
Carl-Henric Svanberg as new member and Chair-
man of the AB Volvo Board. Carl-Henric Svanberg is
also Chairman of the Board of BP p.l.c. He has long
prior experience as a President and CEO for leading
global companies.
An account of each Board member’s age,
principal education, professional experience,
assignments in the company, other important
board memberships, their own and related parties’
ownership of shares in Volvo as of February 21,
2013, and the year they were elected on the Volvo
Board, is presented in the “Board of Directors”
section below on pages 80–81.
Independence requirements
The Board of Directors of AB Volvo must meet inde-
pendence requirements pursuant to the Code entai-
ling that only one person from the company’s mana-
gement may be a member of the Board, that a
majority of the Board members elected by the Gene-
ral Meeting shall be independent of the company
and the company management and that at least two
of the Board members elected by the General Mee-
ting who are independent of the company and the
company’s management shall also be independent
of the company’s major shareholders. Prior to the
Annual General Meeting 2012, the Election Com-
mittee presented the following assessment concer-
ning independence of the Board members elected
by the Annual General Meeting 2012.
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