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86 Electrolux Annual Report 2004
Corporate Governance
Shareholder structure
According to the share register at the VPC (Swedish Central Securi-
ties Depository & Clearing Organization), at year-end 2004 the
Group had a total of approximately 63,800 shareholders. The
shares held by the ten largest owners corresponded to approxi-
mately 27% of the total share capital and approximately 43% of the
voting rights.
Approximately 50% of the share capital was owned by Swedish
institutions and mutual funds, 38% by foreign investors, and 12%
by private Swedish investors. The total number of shareholders in
Sweden as of this date was approximately 39,400.
There has been no major change in the ownership reported by
VPC during the last three years.
Major shareholders Share capital, % Voting rights, %
Investor AB 6.0 25.9
Alecta Mutual Pension Insurance 5.1 4.2
Second Swedish National Pension Fund 3.3 2.7
Robur Investment Funds 2.4 1.9
SHB/SPP Investment Funds 2.3 1.9
SEB Investment Funds 1.8 1.5
Fourth Swedish National Pension Fund 1.7 1.4
AFA Insurance 1.6 1.3
Nordea Investment Funds 1.5 1.2
Skandia Life Insurance 1.3 1.4
Total 27.0 43.4
Board of Directors and
Group Management, collectively 0.02 0.01
For more information about shareholders and the distribution of shareholdings,
see page 83.
Governance structure
Risk Management Board
Treasury Board
Audit Board
IT Board
Tax Board
Brand Leadership Group
Global Product Councils
Purchasing Board
Human Resources Executive Board
External Audit Shareholders by the AGM
Board of Directors Internal Audit
• Nomination procedure
• Audit Committee
• Remuneration Committee
• Ad hoc committees
CEO and Group Management
Business Sector Boards
Internal Boards
AB Electrolux is a Swedish public limited liability company. The
Group is governed on the basis of the Articles of Association, the
Swedish Companies Act, the listing agreement with the Stockholm
Stock Exchange and other relevant Swedish and foreign laws and
regulations.
As a result of the SEC registration of its B-shares in the form of
American Depositary Receipts (ADRs), Electrolux is subject to US
securities laws and regulations which affect the governance of the
Group, including the Sarbanes-Oxley Act of 2002. Electrolux sub-
mits an annual report on Form 20-F report to the US Securities and
Exchange Commission (SEC).
The Swedish Code for Corporate Governance was introduced in
December 2004, and is expected to be integrated in the listing
agreement with the Stockholm Stock Exchange as of July 1, 2005.
Electrolux already applies the major part of the regulations included
in the Code.
The Electrolux Articles of Association are available at www.electrolux.com
under “Investor Relations”. The 20-F Report for 2004 will be available at the site
in April 2005, under “Reports”.
Major external regulations affecting
governance of Electrolux:
• Swedish Companies Act
• Listing agreement with Stockholm Stock Exchange
• Swedish Code for Corporate Governance
• Listing requirement with the London Stock Exchange
• US Securities laws and regulations, including the Sarbanes-Oxley Act
of 2002
Example of internal policies and codes:
• Board of Directors’ working procedures
• Electrolux Code of Ethics
• Electrolux Policy on Countering Bribery and Corruption
• Electrolux Workplace Code of Conduct
• Policies for information, finance, credit, accounting manual, etc.
• Processes for internal control and risk management
Highlights of 2004
• Continued work on ensuring that Electrolux complies with require-
ments of US Sarbanes-Oxley Act of 2002, in particular section 404
• Adoption of a policy on countering bribery and corruption to
ensure fair and ethical business practices in all operations
• Establishment of a Disclosure Committee to assist in ensuring
proper communication of important information to the market
• Approval by AGM of proposal to replace Group’s stock-option
programs with performance-related long-term share program
based on value created over a three-year period
• Introduction of Swedish Code of Corporate Governance in
December 2004, expected to be effective as of July 1, 2005.
Electrolux already complies with major part of the Code