Saab 2013 Annual Report Download - page 126

122 SAAB ANNUAL REPORT 2013
CORPORATE GOVERNANCE > REPORT
Introduction
Saab AB is a Swedish public limited liability company and the com-
pany’s shares are listed on NASDAQ OMX Stockholm.
Saab’s corporate governance is based on Swedish legislation, pri-
marily the Swedish Companies Act, the Swedish Annual Accounts
Act, NASDAQ OMX Stockholm Rules for Issuers – which also
includes the Swedish Code of Corporate Governance – and other
relevant Swedish and foreign laws and guidelines.
Saab has a Code of Conduct with ethical guidelines in a number of
areas for how the employees are expected to act in contacts with cus-
tomers, business partners and in the society and with each other as
colleagues. Saab’s Code of Conduct is a part of the governance of Saab.
For further information, please refer to page  of the Annual Report.
Swedish Code of Corporate Governance
e Saab shares are admitted to trading at NASDAQ OMX Stock-
holm and Saab must therefore follow good practices in the securi-
ties market, which also includes an obligation to comply with the
Swedish Code of Corporate Governance (“the Code”). e Code is
available at www.bolagsstyrning.se
Saab applies the Code and strives to maintain a high standard in
its corporate governance. is Corporate Governance Report is in
accordance with the Annual Accounts Act and the Code, and
describes how Saab applied the Code during the nancial year .
Moreover, the Annual General Meeting  was planned and car-
ried out in accordance with the Code and the Annual General Meet-
ing in  will also be planned and carried out pursuant to the pro-
visions of the Code. Saab’s website has a special area for corporate
governance issues, which is updated in accordance with the Code.
e Board annually issues a report on how the internal control
of nancial reporting is organised, which can be found at the end of
this report.
is Corporate Governance Report has been reviewed by the
company’s auditor pursuant to the Annual Accounts Act, see the
Auditor’s Report attached to the Corporate Governance Report.
Saab has not deviated from the provisions of the Code during
.
1 Shareholders’ Meeting and ownership structure
Pursuant to the Swedish Companies Act, the Shareholders’ Meeting
is the highest decision-making body within a company. At a Share-
holders’ Meeting, the shareholders are given the possibility to exer-
cise their voting rights. e Annual General Meeting shall be held
within six months aer the end of each nancial year. At the Annual
General Meeting, resolutions are made relating to matters such as
the annual report, dividend, election of Board members, Board fees
and auditors fees as well as adoption of principles for remuneration
of senior executives and, when applicable, election of external audi-
tor and other matters stipulated in the Companies Act. e Annual
General Meeting of Saab was held on the  April  in Stockholm.
 shareholders were represented at the meeting, corresponding to
approximately  per cent of the total voting rights in the company.
is year the Annual General Meeting will be held on the  April
 in Stockholm. For further information please see page .
Saab’s share capital amounted to SEK ,,, on 
December,  and consisted of ,, series A shares and
,, series B shares. Series A shares have ten votes each,
while series B shares have one vote each. One series A share may, on
demand of the owner, be converted into one series B share. e
Saab shares are registered with Euroclear Sweden AB. e quota
value per share is SEK . e series B shares are listed on NASDAQ
OMX Stockholm on the Large Cap list. e series A shares are not
listed. All series A shares are owned by Investor AB.
Largest shareholders, 31 December 2013
According to SIS Ownership Service
Share of
capital, %
Share of
votes, %1)
Investor AB, Sweden 30.0 40.4
Wallenberg Foundations, Sweden 8.7 7.7
Swedbank Robur Funds, Sweden 4.8 4.2
AFA Insurance, Sweden 4.6 4.0
Unionen, Sweden 2.7 2.3
Norwegian Bank Investment Mgt, Norway 2.2 1.9
SEB Funds, Sweden 2.1 1.9
SHB funds, Sweden 2.0 1.7
Fourth AP Fund, Sweden 1.5 1.3
Nordea Funds, Sweden 1.4 1.2
Total 60.0 66.6
1) Share of votes, % is calculated based on the number of shares, excluding Treasury shares, at year-end.
At the end of December , Saab held ,, own shares of series
B shares, corresponding to approximately . per cent of the share cap-
ital. For additional information about the ownership structure, see
pages - . e Board of Directors has an authorisation from the
Shareholders’ Meeting to repurchase shares, see page  for further
information.
2 Nomination Committee
According to the Nomination Committee process, which was
adopted at the Annual General Meeting in  and applies until fur-
ther notice, Saab shall have a Nomination Committee consisting of
one representative of each of the four shareholders or groups of share-
holders with the greatest number of votes, along with the Chairman
of the Board. e names of the four shareholder representatives and
the shareholders they represent shall be announced at least six
months prior to the Annual General Meeting based on known voting
rights as per the last business day in August the year before the
Annual General Meeting. e nomination committee process
includes procedures, where necessary, to replace a member who
leaves the committee before its work has been completed.
According to the nomination committee process, the Nomina-
tion Committee shall provide proposals regarding the following
issues, to be presented to the Annual General Meeting for resolution:
(a) the Chairman of the Shareholders’ Meeting,
(b) the Board of Directors,
(c) the Chairman of the Board,
(d) the remuneration to the members of the Board, allocated
between the Chairman and other members of the Board, and
remuneration for committee work,
(e) election of auditors, if applicable, and
(f) fees to Saab’s auditors.
Before the Annual General Meeting of Saab AB on  April , it was
announced through a press release on  October  that, in addition
CORPORATE GOVERNANCE REPORT