Electrolux 2006 Annual Report Download - page 118

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Corporate governance report 2006
Highlights of 2006
• In April, the Annual General Meeting approved
the Board’s proposal for distributing
the Group’s Outdoor Products operations,
Husqvarna, to Electrolux shareholders. In
June, Husqvarna was listed as an independent
company on the Stockholm Stock Exchange.
• In December, an Extraordinary General Meeting
approved distribution of capital to sharehold-
ers through redemption of shares.
• Work continued on ensuring that Electrolux
is in compliance with the criteria of the
Sarbanes-Oxley Act, in particular Section 404.
• At the end of the year, Board Chairman
Michael Treschow announced that he declines
re-election at the AGM in 2007.
Governance structure
Major external regulations affecting governance of Electrolux
• Swedish Companies Act
• Listing agreement with Stockholm Stock Exchange
• Swedish Code of Corporate Governance
• Listing agreement with London Stock Exchange
• US Securities laws and regulations, including the Sarbanes-Oxley
Act of 2002
Internal policies and codes include
• Board of Directors’ working procedures
• Electrolux Code of Ethics
• Electrolux Policy on Countering Bribery and Corruption
• Electrolux Workplace Code of Conduct
• Policies for information, fi n ance, credit, accounting manual, etc.
• Processes for internal control and risk management
Business Sector Boards
Risk Management Board
Treasury Board
Audit Board
IT Board
Tax Board
Brand Leadership Group
Global Product Councils
Purchasing Board
Human Resources Executive Board
Disclosure Committee
Internal Boards
Nomination procedure
Audit Committee
Remuneration Committee
Ad hoc committees
Internal Audit
External Audit Board of Directors
Shareholders
by the AGM
CEO and Group
Management
The governance of Electrolux is based on the
Swedish Companies Act, the regulatory system of
the Stockholm Stock Exchange, including the Code
of Corporate Governance (the “code”), as well as
other relevant Swedish and foreign laws and regula-
tions.
Electrolux applies the code. This corporate gover-
nance report is drawn up as a part of this applica-
tion. The report has not been audited by the Group’s
external auditor. Electrolux does not report any devi-
ations from the code in 2006, except as regards the
composition of the Board of Directors’ Remuneration
Committee, see page 118 for more information.
As a result of the US Securities and Exchange
Commission (SEC) registration of Electrolux B-shares
in the form of American Depositary Receipts (ADRs),
Electrolux is subject to US securities laws and regu-
lations which affect the governance of the Group,
including the Sarbanes-Oxley Act of 2002. Electrolux
submits an annual Form 20-F report to the SEC.
corporate governance
114