Securitas AB Annual Report 2005

Corporate governance – Report of the Board of Directors – Corporate Governance
Report of the Board of Directors
– Corporate governance
Securitas AB is a Swedish public company with its registered offi
ce in Stockholm, Sweden. Securitas AB, which has been listed
on the Stockholm Stock Exchange since 1991, is governed by
the Swedish Companies Act and Swedish stock exchange rules.
Securitas approach to corporate governance
Securitas is committed to meeting high standards of Corporate
Governance. The ultimate aim of the Corporate Governance is
to lead Securitas to success.
Framework - New Swedish Code
The new Swedish Code for Corporate Governance entered into
force as of July 1, 2005. The rules represent an addition mainly
to the provisions in the Swedish Companies Act on a company’s
organisation, but also to the relatively extensive self regulation
that exists in the area of Corporate Governance. The code is
based on the principle ‘comply or explain’. Under this principle
a company following the Code may depart for individual rules;
however, in that event it must provide an explanation stating the
reason for each departure reported.
Compliance to New Swedish Code
Securitas has published principles for corporate governance in
previous Annual Reports and as separate section on the Group
website. Securitas comply with the Swedish Code for Corporate
Governance and provide explanations for the following
deviations;
■ There is no majority of non Board members in the nomination
committee and the chair of the Board of is the chair of the
nomination committee.
■ The majority of the Directors elected by the shareholders’
meeting are not considered independent of the company and
its management.
■ The Board of Directors and the Managing Director have not,
immediately before signing the annual report, certifi ed that the
annual accounts have been prepared in accordance with good
accounting practices for a stock market company.
■ The number of audit committee members does not amount to
at least three members and the majority of members are not
considered independent of the company and its management.
Deviations from the Swedish Code for Corporate Governance
are described and explained in more detail under each section
below.
Signifi cant shareholders
The principal shareholders in Securitas AB on December 31,
2005 were Investment AB Latour, which together with Förvaltnings
AB Wasatornet and SäkI AB held 11.0 percent (11.9)
of the share capital and 29.7 percent (30.3) of the votes, and
Melker Schörling AB, with 4.2 percent (4.2) of the capital and
10.7 percent (10.7) of the votes. These shareholders are represented
on the Board of Directors by Gustaf Douglas, Carl
Douglas, Fredrik Palmstierna, Melker Schörling and Sofi a
Schörling Högberg. The company’s share capital consisted of
17,142,600 Series A-shares and 347,916,297 Series B-shares
as of December 31, 2005. Each Series A-share carries ten votes
and each Series B-share one vote. In the event that the company
issues new Series A and B-shares, current shareholders have the
preferential right to subscribe for new shares of the same series
in proportion to their existing holdings.
Annual General Meeting
Shareholders are able to exercise their infl uence at the Annual
General Meeting, which is the company’s highest decision-making
body. Shareholders’ meetings for Securitas are held annually
and are open to all shareholders in Securitas. The Annual
General Meeting also provides shareholders with an opportunity
to ask questions directly to the Chairman of the Board, the
Board of Directors and the President and CEO, even though the
company strives to respond to queries from shareholders as they
arise during the year. The company’s auditors are present at the
meeting. The Annual General Meeting resolves, among other
things, on the following issues:
– adoption of income statement and balance sheet
– appropriation of the company’s profi t or loss
– appointment of nomination committee members
– discharge of the Directors of the Board and the Managing
Director from their liability
– election of Directors of the Board, Chairman of the Board and
appointment of Auditors
– determination of fees for the Board of Directors and the
Auditors
At the 2005 Annual General Meeting of Securitas AB
(publ) on April 7, the following was resolved:
Adoption of income statement and balance sheet
The Annual General Meeting resolved;
(a) to adopt the presented income statement and balance sheet
and the consolidated income statement and consolidated
balance sheet,
(b) that the profi t at the disposal of the General Meeting, that is
Retained earnings 13.815.550.416
Net income for the year 7.187.564.039
Total 21.003.114.455
according to the proposal by the Board of Directors and the
Managing Director, should be disposed of as follows:
to be paid to the shareholders
Dividend of SEK 3.00 per share
SEK
1.095.176.691
To carry forward 19.907.937.764
Total 21.003.114.455
(c) that April 12, 2005 should be determined as record day for
dividend, and
124 SECURITAS 2005
SEK