Securitas AB Annual Report 2005

Report of the Board of Directors – Corporate Governance
shall at all times comply with the Stock Exchange Rules and
other relevant rules and legal obligations that might apply to
Securitas, as well as with general stock market practice. Communication
shall also create a fl ow of consistent actions between
our company, employees and the surrounding world. Moreover,
communication shall make it possible to exchange ideas within
the organization and to contribute to increasing the quality of our
communication efforts.
The Board is responsible for public communications regarding
Corporate Governance matters and procedures for the work
of the Board of Directors in Securitas AB. In addition, the Board
of Directors is responsible for the company’s compliance with
the rules of the Stockholm Exchange and shall also adopt a separate
policy for insider trading in Securitas AB.
Securitas’ management philosophy is based on decentralization,
that is, responsibility and authority shall be as close as
possible to the daily business. The CEO has the overall responsibility
for Securitas’ communication except the areas of Board
responsibilities. Divisional Presidents are responsible for communication
of operational matters and business development
regarding their specifi c area of responsibility. The divisional
information should be of non-fi nancial character and should not
impact the valuation of Securitas. Country and regional presidents
are responsible for local media and market communication that
are operational and of non-fi nancial character. The Group should
always coordinate and approve all external communication that
is expected to have any impact on the valuation of Securitas.
The Group is fully focused on creating shareholder value,
which includes providing the investment community with high
quality fi nancial information
The objective of Securitas Investor Relations department is
to make sure that the company’s communications at all times
comply with the applicable law and stock market rules and regulations
that apply to Securitas as a listed company. Furthermore,
the objective is to maintain an excellent relationship with the
fi nancial community, including the fi nancial press, by pro-actively
providing relevant and timely information in a professional
manner. The policy include routines for year-end report and
interim reports, the annual report, the Annual General Meeting,
press releases, press and telephone conferences, road shows, investor
meetings, capital market days and the company web site.
Finally, the Communications Policy also covers crisis communication
and information leaks.
Insider Policy and records
The Board of Directors of Securitas AB has adopted an Insider
Policy as a complement to the insider legislation in force in
Sweden. This policy is applicable to all persons reported to the
Swedish Financial Supervisory Board as holding insider positions
in Securitas AB (subsidiaries included) as well as certain
other categories of employees. Each person covered by the
Insider Policy is individually notifi ed thereof.
The Insider Policy sets the routine for “closed periods,” where
trading in fi nancial instruments issued by (or related to shares in)
Securitas AB is prohibited during 30 days prior to the publication
of fi nancial reports, the day of publication included. In addition,
trading is prohibited during the two business days immediately
following the day of publication of fi nancial reports.
For individuals covered by the Insider Policy, the rule is that
acquired fi nancial instruments issued by (or related to shares
in) Securitas AB, the corresponding number of fi nancial instruments
may not, be sold until three months after the acquisition,
at the earliest. However, listed shares in Securitas AB may be
sold within the three month-period if the share price has decreased
below the acquisition price.
The list of persons holding an insider position in Securitas
AB, which is kept by the Swedish Financial Supervisory Board,
is regularly reviewed. Securitas AB also maintains an internal
insider register in accordance with the instructions issued by the
CEO. Such register shall include, inter alia, information about
all persons having access to inside information, the type of
registered inside information and the date when the register was
updated.
An insider trading report covering all insider trading activities
in Securitas AB, is presented every calendar quarter to the
Board of Directors, the auditors and Group Management.
Code of Conduct
Securitas has adopted a Code of Conduct to ensure that the
company upholds and promotes the highest ethical business
standards. Securitas supports and respects fundamental human
rights and recognizes the responsibility to observe those
rights wherever Securitas operates. The company also believes
in building relationships based on mutual respect and dignity
with all employees. Securitas will not use forced, involuntary
or underage labor and will respect the right of all employees to
form and join trade unions. Securitas is an equal opportunity
employer and does not tolerate bullying or harassment. Securitas
also recognizes the importance of open communication with
everyone who is in contact with the operations, including clients,
workforce, investors and the general public.
Review of the Corporate Governance Report
As an extension of our audit assignment we have, upon Instruction
from the Board of Directors, reviewed the Corporate
Governance Report (page 124–129) of Securitas AB for 2005.
Our review has not included the report of the Board of Directors
on how the internal control dealing with the fi nancial reporting
is organised and how well it has functioned during the most
recent fi nancial year. The Corporate Governance Report has
been drawn up in accordance with the guidelines set out in the
Swedish Code for Corporate Governance.
Stockholm February 17, 2006
PricewaterhouseCoopers AB
Göran Tidström Anna-Carin Bjelkeby
Authorized Public Accountant Authorized Public Accountant
Auditor in charge
128 SECURITAS 2005