Volvo 2014 Annual Report Download - page 99

Duties
The Election Committee is the shareholders’ body responsible for submit-
ting 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 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 accord-
ance with prevailing 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 suf-
fi cient 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 con-
junction with the notice to attend the Annual General Meeting being pub-
lished, 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 important assignments and holding of shares in Volvo.
Composition
In accordance with instructions for the Election Committee adopted by
the Annual General Meeting 2014, the Annual General Meeting shall
elect fi ve 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 Committee
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 shareholder in terms of voting rights not
already represented on the Election Committee. The number of members
on the Election Committee may however not exceed seven.
In accordance with its instructions, Volvo’s Annual General Meeting
2014 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 Handelsbanken, SHB Pension
Fund, SHB Employee Fund, SHB Pensionskassa and Oktogonen.
The Election Committee appointed Carl-Olof By as Chairman.
Election Committee
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Annual General Meeting 2014
Volvo’s Annual General Meeting 2014 was held on Wednesday, April 2,
2014 in Göteborg. The Meeting was attended by 1,218 shareholders,
either in person or by proxy, representing 55.68 percent of the votes in the
company. Attorney Sven Unger was elected Chairman of the Meeting.
Members of the Board and of the Group Executive Team were present at
the Meeting. Authorized Public Accountants Peter Clemedtson, Volvo’s
Lead Partner, and Johan Rippe were also present, representing the com-
pany’s auditor PricewaterhouseCoopers AB.
The Annual General Meeting 2014 decided to pay a dividend of SEK
3.00 per share. The Meeting further resolved to reelect Board Members
Jean-Baptiste Duzan, Hanne de Mora, Anders Nyrén, Olof Persson, Carl-
Henric Svanberg (as Chairman) and Lars Westerberg, and to elect Matti
Alahuhta, James W. Griffi th and Kathryn V. Marinello as new Board Mem-
bers. I addition, the registered fi rm of auditors PricewaterhouseCoopers
AB was reelected for a period of four years.
The further resolutions of the Meeting are included in the complete
minutes from the Annual General Meeting 2014 which, together with
other information about the Meeting, are available at www.volvogroup.com.
Annual General Meeting 2015
Volvo’s Annual General Meeting 2015 will be held on Wednesday, April 1,
2015 in Konserthuset, Göteborg. For further information about the Annual
General Meeting 2015, please refer to the fold-out in the end of the
Annual Report and Volvo’s website www.volvogroup.com.
During the period January 1, 2014 to December 31, 2014, AB Volvo’s Board
consisted of nine members elected by the Annual General Meeting, and three
members and two deputy members appointed by employee organizations.
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CORPORATE GOVERNANCE REPORT 2014 CORPORATE GOVERNANCE