Volvo 2015 Annual Report Download - page 175

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-
ficient 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 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 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
2015 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.
During the year, Carl-Olof By’s assignment for AB Industrivärden ceased
and he was therefore replaced by Bengt Kjell as member and Chairman of
the Election Committee representing AB Industrivärden. In addition,
Håkan Sandberg resigned from the Election Committee and he was
therefore replaced by Pär Boman as member of the Election Committee
representing Svenska Handelsbanken, SHB Pension Fund, SHB Employee
Fund, SHB Pensionskassa and Oktogonen.
Election Committee
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Annual General Meeting 2015
Volvo’s Annual General Meeting 2015 was held on Wednesday, April 1,
2015 in Konserthuset, Göteborg. The Meeting was attended by 1,427
shareholders, either in person or by proxy, representing 69.77 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 Board
were present at the Meeting. Authorized Public Accountants Peter Clem-
edtson, Volvo’s Lead Audit Partner, and Johan Rippe were also present,
representing the company’s auditor PricewaterhouseCoopers AB.
The Annual General Meeting 2015 decided to pay a dividend of SEK
3.00 per share. The Meeting further resolved to reelect Board Members
Matti Alahuhta, James W. Griffith, Kathryn V. Marinello, Hanne de Mora,
Anders Nyrén, Olof Persson, Carl-Henric Svanberg (as Chairman) and
Lars Westerberg, and to elect Eckhard Cordes and Martina Merz as new
Board Members. Olof Persson resigned as a Board Member on April 21,
2015.
The further resolutions of the Meeting are included in the complete
minutes from the Annual General Meeting 2015 which, together with
other information about the Meeting, are available at www.volvogroup.com.
Annual General Meeting 2016
Volvo’s Annual General Meeting 2016 will be held on Wednesday, April 6,
2016 in Konserthuset, Göteborg. For further information about the Annual
General Meeting 2016, please refer to the fold-out in the end of the
Annual Report and Volvo’s website www.volvogroup.com.
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CORPORATE GOVERNANCE CORPORATE GOVERNANCE REPORT 2015