Code of Corporate Governance
The Swedish Code of Corporate Governance is part of the business sector's self-regulation and aims to improve corporate governance in listed Swedish companies. It supplements the Companies Act and other public regulation by specifying a higher norm than the Act's minimum requirements for what might in general be considered good corporate governance.
Good corporate governance means that companies are run according to the best interests of their owners. This promotes trust in the companies among the public and the Swedish and international capital market, which in turn creates better conditions for the provision of capital to the Swedish business sector. Good corporate governance thus contributes to the effectiveness of industry and to faster growth and increased dynamism in the Swedish economy.
The Swedish Corporate Governance Board was founded in spring 2005 with the overall task of promoting good corporate governance in listed Swedish companies. The code has since been revised and its range of application broadened. Since 1 July 2008 the revised code has applied to all Swedish companies whose shares are traded on a Swedish regulated market.
Klövern has applied the Swedish Code of Corporate Governance since 1 July 2007.
Klövern has decided to depart from the Code as follows, with the explanations given:
7.3 Audit Committee
The Board considers that the audit is of such importance that these matters should be considered and decided upon by the Board as a whole, excluding the CEO. The auditors and the Board meet on at least one occasion to discuss audit-related matters without the CEO or another representative of the company being present. The company’s auditors take part at two board meetings during the year and present their findings and any points of view arising in connection with the audit.
9.1 Remuneration Committee
Klövern has no separate remuneration committee. Instead, the Board as a whole, excluding the CEO, is responsible for the company having a formalized and transparent process to establish principles for remuneration and other conditions of employment for the CEO and the executive management. The principles for remoneration are decided upon the Annual General Meeting.
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