Akademiska Hus Annual Report

Group corporate governance reportThe overall aim is to create valueA continuous process is taking place to develop the rules androutines which ensure transparency, a clear allocation ofresponsibility between different corporate bodies and theefficient functioning of the Board of Directors.This report, which was adopted by the Board in March 2008, describesthe structure and processes for Group management and control. TheCompany complies with the Swedish Corporate Governance Code (theCode) and statements from the Swedish Corporate Governance Boardand also applies the guidelines laid down by the government in its ownershippolicy (www.naring.regeringen.se). Akademiska Hus follows therules laid down in the Code governing the provision of information, incorporate governance issues for example, on the Company’s websiteas well as the time and venue of the Annual General Meeting.The Company’s articles of association also state that the Company’spurpose is to own and manage real estate and carry on buildingactivities and building administration and operations compatibletherewith, as well as own and manage moveable property.Deviations from the CodeThe Code has been prepared for companies with a broad ownershipbase. The election committee is in the first instance a body for shareholdersto prepare decisions regarding appointments. For companieswholly owned by the State the rules laid down in the Coderegarding an election committee are replaced by principles regardinga structured nomination process, which is to be found in the stateownership policy (see below).Code rule 2.1–2.3 appointment of a Board of Directors and auditorsAkademiska Hus does not apply the rules in the Code that apply tothe appointment of a Board of Directors and auditors.Code rule 3.2.5 Reporting of the independence of Board membersAkademiska Hus does not apply the rules in the Code regarding thereporting of the independence of Board members.Owner controlThe primary task is to offer the country’s universities and collegeshealthy, suitable buildings for education and research. The Companyshall also have the managerial responsibility of capitalising on thesignificant economic and cultural values that exist in the properties.Akademiska Hus shall be Sweden’s leading property company insuitable, creative environments for higher education and research.Akademiska Hus is wholly owned by the Swedish state throughthe Ministry of Enterprise, Energy and Communications. It is theowner’s policy that ownership of Akademiska Hus should be longterm. The government and the Ministry of Enterprise, Energy andCommunications decide on state ownership policy and guidelinesfor state-owned companies 1) . According to the guidelines, stateownedcompanies should be as transparent as listed private companies.They should be a role model with regard to sustainability andhealthy workplaces as well as equality and diversity at the workplace.Akademiska Hus is working continuously in all the aforementionedareas and has control documents that describe how the workon ethics, sustainability, equality and diversity takes place.Nomination of board members and auditorsIt is the Government’s objective that boards should have a high level ofexpertise which is well adapted to each company’s operations, situationand future challenges. Each nomination of a board member shouldbe based on the need for expertise within the board of the company inquestion. The composition of the board should be such that the boardalways has knowledge of the industry or other know-how which is relevantto the company. The composition should also be such that a balanceis achieved in terms of background, age and gender. The ownerapplies a structured nomination process in conjunction with theappointment of Board members and auditors. The nomination processis conducted and co-ordinated by the unit for state ownership withinthe Ministry of Enterprise, Energy and Communications. The selectionof members is made from a broad recruitment base.Annual General MeetingThe Annual General Meeting must be held within six months of the endof the financial year but should take place before April 30 each year. Atthe Annual General Meeting the shareholders elect, among others, theBoard of Directors and auditors and also decide on discharge from liabilityfor the Board of Directors and the President. The Board decideson guidelines for remuneration to persons in leading positions and,where applicable, amendments to the articles of association.The Board of DirectorsThe Board of Directors is responsible for the overall management ofthe Company’s business according to the Companies Act as well asdecisions of major strategic and financial significance. The Board alsodecides on major investments and divestments as well as adoption ofthe budget and annual accounts. The work of the Board is controlledby the rules of procedure adopted each year by the Board. The rulesof procedure set forth the Board’s working methods, the instructionsfor the President and instructions for the Board’s committees.During 2007 the Board comprised eight members elected at theAnnual General Meeting as well as two members to represent theemployees in the Company. Two of the members elected at the AnnualGeneral Meeting, Eva-Britt Gustafsson and Ingemar Ziegler, wereelected whilst the others were re-elected. Claes Ljungh resigned fromthe Board. Of the eight members elected at the Annual General Meeting,one member is an employee at the Swedish Government Offices.The Chairman of the Board leads the work of the Board and representsthe Board and the Company in dealings with the owner. TheChairman is also responsible for an evaluation of the work of the Board.The Board meets at least five times a year, of which one meetingshould be devoted to matters of a long-term, strategic nature. If necessary,extraordinary meetings are held for specific matters. The Group’sauditors take part each year in at least one Board meeting during theyear and on one occasion the Board met the Company’s auditor withoutthe President or other person from the Executive Managementbeing present.1)See http://www.naring.regeringen.se/content/1/c6/09/41/19/ea93479e.pdfAkademiska Hus Annual Report 2007 | Group corporate governance report 67