Corporate Governance • Corporate Governance <strong>Report</strong> Read more on page 66 • The Chairman’s comments Read more on page 70 • The <strong>EuroMaint</strong> Board of Directors Read more on page 72 • <strong>EuroMaint</strong> <strong>Rail</strong> management Read more on page 74 • <strong>EuroMaint</strong> Industry management Read more on page 75 • <strong>EuroMaint</strong> Group management Read more on page 76 65
Corporate Governance <strong>Report</strong> <strong>2006</strong> <strong>EuroMaint</strong>’s executive bodies comprise the <strong>Annual</strong> General Meeting, AGM, the Board of Directors, the President and the auditors. The AGM elects the Board of Directors and auditors. The Board of Directors appoints the President and Vice Presidents. Parent company AB Swedcarrier proposes Board members in accordance with the Swedish state’s ownership directive. On behalf of the AGM, the auditors examine the accounts and the administration of the Board of Directors and President during the year. <strong>EuroMaint</strong> AB complies with the Swedish Code of Corporate Governance with the exception of the parts relating to nominations, where the guidelines of the state ownership policy are followed, and the ability to participate remotely in and have issues dealt with at the AGM. This Corporate Governance <strong>Report</strong> is not part of the formal annual report document and has not been examined by the company’s auditors. Articles of association The company shall own, manage and administrate shares and securities in subsidiaries and associated companies in the transport sector and engineering and processing industry, and manage real and movable estate, and pursue business compatible therewith. The Board of Directors shall comprise at least three and at most eight members with a maximum of three deputies. The Board members and deputies are selected each year at the AGM. Notice to attend the AGM shall be issued in writing by post no earlier than six weeks and no later than two weeks before the meeting. Other messages to shareholders shall also be issued in writing by post. General meeting of shareholders The AGM is <strong>EuroMaint</strong>’s highest decision-making body. The AGM shall be held within six months of the end of the financial year and shall be the forum for approving the income statement and balance sheet, determining the dividend, electing the Board of Directors and, where appropriate, the auditors and deciding their fees, and for dealing with other statutory matters. Notice to attend the AGM on 30 March <strong>2006</strong> was issued in writing by post in accordance with the requirements set out in the articles of association. The notice provides a detailed agenda including election of the Board of Directors and auditors, as well as fees for the auditors. Stig Holm chaired the AGM on 30 March <strong>2006</strong>. The <strong>Annual</strong> <strong>Report</strong> and audit report were presented at the AGM. In conjunction with this, the Chairman of the Board submitted information about the work of the Board. The auditors reported to the AGM on their inspection in a separate audit report. The <strong>2006</strong> AGM decided: • To elect Stig Holm, Richard Reinius, Elisabeth Nilsson, Annika Nordin, Lennart Käll and Anders Ågren onto the Board of Directors. • To appoint Stig Holm Chairman of the Board. • Remuneration to the Board: Chairman SEK 124,500; Board members SEK 83,000. • Remuneration to the Remuneration Committee: Chairman SEK 15,000; Members SEK 10,000. • Remuneration to the Audit Committee: Chairman SEK 30,000; Members SEK 20,000. Board of Directors The <strong>EuroMaint</strong> Board of Directors, which is appointed by the general meeting of shareholders, currently comprises six members. When necessary, employees of the company present reports to the Board meetings. The Board is ultimately responsible for the company’s organisation and administration, and shall also make decisions in strategic issues. In general terms the Board of Directors deals with issues of considerable importance, such as: • Establishing rules of procedure. • Strategy planning, and business and profitability goals. In addition to the inaugural Board meeting, which is held in connection with the general meeting of shareholders, the Board usually convenes five times a year (ordinary meetings). Extra meetings are called if necessary. The inaugural meeting establishes the rules of <strong>EuroMaint</strong>’s executive bodies The AGM is <strong>EuroMaint</strong>’s highest decision-making body. The <strong>Annual</strong> General Meeting elects the Board of Directors and auditors. The Board is ultimately responsible for the company’s organisation and administration, and shall also make decisions in strategic issues. The Board of Directors appoints the President and Vice Presidents. President Pether Wallin is responsible for <strong>EuroMaint</strong>’s ongoing administration. There are also rules for the President’s decision-making authority regarding investments and financing issues. These rules have been established by the Board. Executive Vice President Åke Finn is responsible for economy, finance and IT. The principal auditor is Authorised Public Accountant Magnus Fredmer of Ernst & Young. Executive Vice President Björn Sundén is responsible for business development. 66
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