AAK Annual Report 2016

79 Corporate Governance Report Corporate Governance Report 2016 This Corporate Governance Report has been drawn up in accor- dance with the rules of the Annual Accounts Act and the Swedish &RUSRUDWH *RYHUQDQFH &RGH ³WKH &RGH´ 7KH &RUSRUDWH *RYHUQDQFH 5HSRUW KDV EHHQ VXEMHFW WR WKH VWDWXWRU\ UHYLHZ E\ the company’s auditor. Effective and clear corporate governance contributes to the safeguarding of trust among AAK’s stakeholder groups and also LQFUHDVHV WKH IRFXV RQ EXVLQHVV EHQH¿W DQG VKDUHKROGHU YDOXH LQ the company. AAK’s Board of Directors and management team endeavour, through a high level of transparency, to make it easy for individual shareholders to understand the company’s decision- making process and to clarify where in the organization responsi- bilities and authorities reside. AAK’s corporate governance is based on applicable legislation, the Code, NASDAQ OMX Stockholm’s regulatory framework for issuers, generally accepted practice in the stock market and various internal guidelines. Where AAK has chosen to diverge from the rules in the Code, the reason is provided under each heading in this Corporate Governance Report. General AAK is a Swedish public limited liability company, the shares of which are traded on NASDAQ OMX Stockholm within the Large Cap segment, Consumer Commodities sector. AAK has around 9,600 shareholders. Its business operations are global, with a presence in more than 100 countries. As at December 31, 2016 the number of employees was 2,970. Responsibility for manage- ment and control of AAK is divided between the shareholders at the Annual General Meeting, the Board of Directors, its elected committees and the CEO in accordance with the Swedish Companies Act, other legislation and ordinances, applicable rules for companies traded on a regulated market, the Articles of Association and the Board’s internal control instruments. AAK’s JRDO LV WR EH WKH REYLRXV ¿UVW FKRLFH IRU LWV FXVWRPHUV DQG WR create the best possible value for the company’s various stake- holder groups – in particular customers, suppliers, shareholders and employees. At the same time, AAK aims to be a good corpo- rate citizen and take long-term responsibility. The aim of corporate JRYHUQDQFH LV WR GH¿QH D FOHDU DOORFDWLRQ RI UHVSRQVLELOLW\ DQG UROHV between the owners, the Board, the executive management team and various control bodies. In line with this, corporate governance covers the Group’s management and control systems. Ownership structure Information about shareholders and shareholdings can be found on pages 88–89. Articles of Association AAK’s current Articles of Association were adopted at the Annual General Meeting on May 11, 2016. The Articles of Association state that the company is to operate manufacturing and trading business, primarily within the food industry, to own and manage shares and securities and other associated business. The Articles of Association also state the shareholders’ rights, the number of Board members and auditors, that the Annual General Meeting VKDOO EH KHOG \HDUO\ ZLWKLQ VL[ PRQWKV RI WKH HQG RI WKH ¿QDQFLDO \HDU KRZ QRWL¿FDWLRQ RI WKH $*0 VKDOO EH HIIHFWHG DQG WKDW WKH UHJLVWHUHG RI¿FH RI WKH %RDUG RI 'LUHFWRUV VKDOO EH LQ 0DOP| 6ZHGHQ 7KH FRPSDQ\¶V ¿QDQFLDO \HDU LV WKH FDOHQGDU \HDU 7KH Annual General Meeting shall be held in Malmö or Karlshamn, Sweden. The Articles of Association contain no restrictions on the number of votes each shareholder may cast at a general meeting. Furthermore, the Articles of Association contain no special provi- sions on the appointment and removal of Members of the Board of Directors and on amendments to the Articles of Association. For the current Articles of Association, please see www.aak.com . Annual General Meeting The Annual General Meeting of AAK is the highest decision-making body and the forum through which the shareholders exercise their LQÀXHQFH RYHU WKH FRPSDQ\ 7KH WDVNV RI WKH $QQXDO *HQHUDO Meeting are regulated by the Swedish Companies Act and the Articles of Association. The Annual General Meeting makes decisions on a number of central issues, such as adoption of the income statement and balance sheet, discharge from liability for the Board members and CEO, the dividend to shareholders and the composition of the Board. Further information about the Annual General Meeting and complete minutes from previous Annual General Meetings and Extraordinary General Meetings are pub- lished at www.aak.com. Annual General Meeting 2016 The Annual General Meeting held on May 11, 2016 was attended by shareholders representing around 61 percent of the share capital and votes in the company. The Chairman of the Board, Melker Schörling, was elected Chairman of the Annual General Meeting. The AGM adopted the income statement and balance sheet, as well as the consolidated income statement and consoli- dated balance sheet. In association with this, the Annual General Meeting approved the Board’s proposal for a dividend for the ¿QDQFLDO \HDU RI 6(. SHU VKDUH 0HONHU 6FK|UOLQJ Ulrik Svensson, Märta Schörling Andreen, Lillie Li Valeur, Marianne Kirkegaard and Arne Frank were re-elected as ordinary members of the Board of Directors. Melker Schörling was re-elected as Chairman of the Board. The employee organizations had appointed Annika Westerlund (PTK-L) and Leif Håkansson (IF Metall) as employee representative members of the Board, and Ingvar Andersson (IF Metall) and Ted Jörgensen (PTK-L) as deputy members of the Board. The Annual General Meeting did not authorize the Board to resolve on the issue of new shares by the Company or the acquisition of the Company’s own shares. Nomination Committee The Annual General Meeting decides on the election of the Board, among other items. The task of the Nomination Committee is to make proposals to the Annual General Meeting regarding the elec- tion of the Chairman and other members of the Board and of the Chairman of the Meeting, and regarding remuneration issues and related issues. Nomination Committee for the Annual General Meeting in 2017 At the Annual General Meeting in 2016, Mikael Ekdahl (Melker Schörling AB), Lars-Åke Bokenberger (AMF Fonder), Henrik Didner (Didner & Gerge fonder) and Johan Strandberg (SEB Investment Management) were appointed members of the Nomination Committee for the Annual General Meeting in 2017. Mikael Ekdahl was appointed Chairman of the Nomination Committee.