Volvo 2013 Annual Report Download - page 98

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
Election Committee, in accordance with prevail-
ing instructions for Volvo’s Election Committee,
presents proposals for members of the Election
Committee for the following year.
The Election Committee’s proposal shall be
presented to Volvo in suffi cient time to be in -
cluded in the notice to attend the Annual Gen-
eral Meeting and to be published on Volvo’s web-
site at the same time. In conjunction with the
notice to attend the Annual General Meeting
being published, the Election Committee shall
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 duties and
holding of shares in Volvo.
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 operations and for the other duties
set forth in the Swedish Companies Act.
Composition
During the period January 1, 2013 to Decem-
ber31, 2013, 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 members appointed by employee
organizations.
The Annual General Meeting 2013 reelected
the previous year’s Board Members and the
Chair man of the Board. 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, 2014, and the year they were
elect ed on the Volvo Board, is presented in the
“Board of Directors” section on pages 98-99.
Independence requirements
The Board of Directors of AB Volvo must meet
independence requirements pursuant to the
Code entailing that only one person from the
company’s management may be a member of
the Board, that a majority of the Board mem-
bers elected by the General Meeting shall be
independent of the company and the company
management and that at least two of the Board
members elected by the General Meeting who
are independent of the company and the com-
pany’s management shall also be independent
of the company’s major shareholders. Prior to
the Annual General Meeting 2013, the Election
Committee presented the following assess-
ment concerning independence of the Board
members elected by the Annual General Meet-
ing 2013.
Peter Bijur, Jean-Baptiste Duzan, Hanne de
Mora, Carl-Henric Svanberg, Ravi Venkatesan,
Lars Westerberg and Ying Yeh were all consid-
ered independent of the company and the com-
pany management as well as of the company’s
major shareholders.
Election Committee
3Board of Directors 4
Composition
In accordance with instructions for the Election
Committee adopted by the Annual General
Meeting 2007, the Annual General Meeting
shall elect fi ve members to serve on the Elec-
tion 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 Committee can offer
other major shareholders to appoint one repre-
sentative as a member of the Election Commit-
tee. If such an offer is made, it should be directed
in turn to the largest shareholder in terms of
voting rights not already represented on the
Election Committee. The number of members on
the Election Committee, however, may not ex -
ceed seven.
In accordance with its instructions, Volvo’s
Annual General Meeting 2013 resolved to
appoint the following individuals as members of
the Election Committee:
• Carl-Henric Svanberg, Chairman of the Board,
• Carl-Olof By, representing AB Industrivärden,
• Lars Förberg, representing Cevian Capital,
• Yngve Slyngstad, representing Norges Bank
Investment Management, and
• Håkan Sandberg, representing Svenska Han-
delsbanken, SHB Pension Fund, SHB Employee
Fund, SHB Pensionskassa and Oktogonen.
The Election Committee appointed Carl-Olof By
as Chairman.
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