PDF Document 2.46 MB - Geveko

Company organs and managementnances regarding taxes and fees. In connectionwith the audit the auditor endeavoursalso to propose improvements to the company’sorganisation, accounting practices,cost estimates and budgeting etc. In suchcases, the auditor submits a separatememorandum on his observations to thecompany.In 2007 the auditors participated inGeveko’s Board meeting in connection withthe finalisation of the accounts for 2006.Over and above this, the auditors attendedall the meetings of Geveko’s audit committeeduring the year.CommitteesNomination Committee 2007Pursuant to the decision made by Geveko’sAGM on 26 April 2007, the names of themembers of the Nomination Committee forthe period until the AGM on 24 April 2008are as follows:Nomination Committee members:Sigurd Walldal, former CEO of Geveko,chairman.David Bergendahl, CEO Hammarplast gruppen,member of the Board of AB Geveko.Sören Sjölander, Professor, ChalmersInstitute of Technology, member of theBoard of AB Geveko.The Nomination Committee shall submitproposals to the 2008 AGM on the followingmatters:1. Election of chairman of Meeting.2. Determination of Board fee.3. Election of chairman and other membersof the Board.4. Determination of auditors’ fee.5. Election of auditors.6. Appointment of Nomination Committeefor period until 2008 AGM.Activities of Nomination CommitteeThe Nomination Committee met on threeoccasions in 2007.Remuneration CommitteeGeveko’s Remuneration Committee isappointed for one year at a time by theBoard and in 2007 it consisted of boardmembers Ove Mattsson (chairman), TomasLandeström and Klas Dunberger. The roleof the committee is to enter into agreementswith, scrutinise the salary and benefits of,and attest expenditure by the ManagingDirector. Incentive programmes for seniormanagement personnel also require theapproval of the committee. Reports ondecisions made are submitted to the nextmeeting of the Board. In 2007 the Remu -neration Committee held one minutedmeeting.Audit CommitteeGeveko’s Audit Committee is appointed forone year at a time by the Board and con -sisted in 2007 of board members HelenaLevander (chairman) and Sören Sjölander.The Audit Committee has responsibility forthe Board’s regular contacts with its auditors.In 2007 the Audit Committee heldthree minuted meetings. Reports on decisionsmade are submitted to the followingmeeting of the Board.Share CouncilGeveko’s Share Council is appointed forone year at a time by the Board and consistedin 2007 of: Jarl Ergel, Magnus Ergel,Helena Levander, Hans Ljungkvist, BerndtMagne and Johnas Lindblom. The ShareCouncil prepares and makes recommendationsto the Board regarding the strategicdirection of the Securities Portfolio. TheBoard meeting held in June 2007 revisedthe instruction relating to the SecuritiesPortfolio. At the same meeting the Boarddecided that the Share Council’s advisoryfunction should be discontinued. Con -sequently, the Share Council only met onfour occasions in 2007.Policies and guidelinesThe Board has adopted the following guidelines,all of which are subject to annualreview.• Financial policy• Insurance policy• Pension policy• Information policy• Ethical policySwedish Code of Corporate GovernanceOn 1 July 2005 Stockholmsbörsen introduceda condition that all Swedish companieswith a market capitalisation in excessof SKr 3 billion should apply the SwedishCode of Corporate Governance. Companiesthat are not covered by this condition candecide to comply with the Code on a voluntarybasis. However, a company that hasnotified Stockholmsbörsen of its voluntarycompliance may change its mind and applyto withdraw.Geveko’s Board has decided that thecompany will not affiliate on a voluntarybasis. However, Geveko, when it deems itto be appropriate, will harmonise its activitieswith sections of the Code. In 2007 inorder to satisfy the requirements of theCode, procedures were changed in twoareas, namely “Integrity and Ethical values”and “Selection of control activities andcontrol activities linked to risk analysis”.The requirements of the Code will beextended as of July 1 2008, as a result ofwhich it will apply to all listed companies.87