Annual Report 2006 (pdf) - EuroMaint Rail

Corporate Governance Report 2006
EuroMaint’s executive bodies comprise the Annual 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.
EuroMaint 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 Report 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 EuroMaint’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 2006 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 2006. The Annual Report
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 2006 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 EuroMaint 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
EuroMaint’s executive bodies
The AGM is EuroMaint’s highest
decision-making body.
The Annual 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 EuroMaint’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.
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