Skanska Annual Report 2003

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Board of DirectorsSverker Martin-Löf Roger Flanagan Ulrika Francke Jane F. Garvey Stuart E. Graham Sören GyllInge Johansson Peter Johansson Finn Johnsson Folmer Knudsen Gunnar Larsson Arne MårtenssonAnders NyrénChristina PalmNils-Erik PetterssonSverker Martin-LöfStockholm, born 1943.Chairman.Elected in 2001.Other directorships: SCA (Chairman),SSAB (Chairman), AB Industrivärden(Vice Chairman), TelefonaktiebolagetLM Ericsson, Svenska Handelsbanken,Confederation of Swedish Enterprise.Holdings in Skanska: 8,000 B shares.Roger FlanaganHenley-On-Thames, Oxon, England,born 1944.Elected in 1998.Professor at University of Reading,United Kingdom, Chalmers Universityof Technology, Sweden and Universityof Cape Town, South Africa.Other directorships: Halcrow Group.Holdings in Skanska: 2,000 B shares.Ulrika FranckeStockholm, born 1956.Elected in 2003.President of SBC AB, SverigesBostadsrättsCentrum. Other directorships:Stockholms Building Society(Chairman), Södersjukhuset (Chairman),Föreningssparbanken (SecondDeputy Chairman), Föreningen NordiskByggdag, Econova, Tyréns.Holdings in Skanska: 1,000 B shares.Jane F. GarveyKennebunkport, Maine, USA,born 1944.Elected in 2003.Executive Vice President of APCOWorldwide.Holdings in Skanska: 0 shares.Stuart E. GrahamStockholm, born 1946.President and CEO. Elected in 2003.Holdings in Skanska: 15,000 B-aktier.Sören GyllSaltsjö-Duvnäs, born 1940.Elected in 1997.Other directorships: Confederation ofSwedish Enterprise (Chairman), Probi,SKF, SCA, Medicover Holding S.A.Member, Royal Swedish Academy ofEngineering Sciences.Holdings in Skanska: 4,952 B shares.Inge JohanssonHuddinge, born 1951.Swedish Building Workers’ Union.Appointed in 1999.Concrete Worker.Deputy Board member.Holdings in Skanska: 350 B shares.Peter JohanssonSjövik, born 1970,Swedish Industrial Union.Appointed in 2002.Supervisor. Deputy Board member.Holdings in Skanska: 120 B shares.Finn JohnssonGothenburg, born 1946.Elected in 1998.President of Mölnlycke Health Care.Other directorships:Wilson Logistics Holding (Chairman),Thomas Concrete Group (Chairman),Handelsbanken Western SwedenRegion (Chairman), Unomedical A/S(Chairman), Volvo (Chairman), ABIndustrivärden.Holdings in Skanska: 8,000 B shares.Folmer KnudsenEslöv, born 1942.Swedish Building Workers’ UnionAppointed in 1992.Wood worker.Holdings in Skanska: 600 B shares.Gunnar LarssonKalix, born 1953.Union for Service and Communication(SEKO).Appointed in 2002.Operator.Holdings in Skanska: 0 shares.Arne MårtenssonDjursholm, born 1951.Elected in 2001.Other directorships: SvenskaHandelsbanken (Chairman), StockholmSchool of Economics AdvisoryBoard (Chairman), TelefonaktiebolagetLM Ericsson (Deputy Chairman),Holmen, AB Industrivärden, Sandvik,V&S Vin & Sprit, ICC Sweden, SwedishIndustry and Commerce StockExchange Committee, member ofBusiness Council of World EconomicForum.Holdings in Skanska: 2,200 B shares.Anders NyrénBromma, born 1954.Elected in 2002.President and CEO of Industrivärden.Other directorships: Svenska Handelsbanken(Deputy Chairman), Industrivärden,Sandvik, SCA, Ernströmgruppenand SNS.Holdings in Skanska: 2,000 B shares.Christina PalmFalsterbo, born 1947.Swedish Union of Clerical and TechnicalEmployees in Industry (SIF).Appointed in 2000.Supervisor, Conference/Reception/Switchboard.Deputy Board MemberHoldings in Skanska: 428 B shares.Nils-Erik PetterssonHemmingsmark, born 1948.Swedish Association of Supervisors(LEDARNA).Appointed in 1998.Production managerHoldings in Skanska: 9,720 B shares..AuditorsCaj NackstadStockholm, born 1945.Authorized Public Accountant.Auditor for Skanska since 2001.Bernhard ÖhrnTyresö, born 1943.Authorized Public Accountant.Auditor for Skanska since 1994.DEPUTY AUDITORSGeorge PetterssonBålsta, born 1964.Authorized Public Accountant.Auditor for Skanska since 1998.Joakim ThilstedtNacka, born 1967.Authorized Public Accountant.Auditor for Skanska since 2001.92Board of Directors – Annual Report 2003
Corporate governanceAs a Swedish stock corporation, SkanskaAB is governed in accordance with Swedishcorporate legislation and Skanska’s Articlesof Association.The highest decision-making body, theAnnual Shareholders’ Meeting, decideson central issues, such as discharging themembers of the Board of Directors and thePresident from liability for the financial yearas well as the composition of the Board.The Annual Meeting in May 2003 gavethe Chairman of the Board a mandate toappoint from among representatives of theCompany’s largest shareholders five members,who may not be members of the Boardof Directors, to comprise together with theChairman a Nomination Committee forthe period until the next Annual Shareholders’Meeting. In preparation for the 2004Annual Meeting, the following individualswere appointed: Carl-Olof By, ExecutiveVice President of Industrivärden AB; StaffanGrefbäck, Head of Investment Managementat Alecta; Per Ludvigsson, President of InterIKEA Investment AB; Mats Guldbrand,Equities Manager at AMF Pension; and CurtKällströmer, Head of the Chairman’s Office,Svenska Handelsbanken.The Board of Directors makes decisionsconcerning overall issues about the ParentCompany and the Group, such as Groupstrategy, publication of interim and full-yearreports, major construction projects andcapital spending as well as the organizationalstructure of the Group.The President and Chief ExecutiveOfficer (CEO) is responsible for day-to-daymanagement and oversight of the Group’soperations. The CEO, four Executive VicePresidents and the Senior Vice President,Human Resources, form the Senior ExecutiveTeam.Governing documentsAs part of the governance of Group operations,Skanska AB’s Board of Directors orthe Senior Executive Team has establishedvarious policy documents and guidelinesthat are available to all business units onSkanska’s internal website. These policydocuments and guidelines are updated regularly.Among the more important governingdocuments are the Board’s rules of procedure,the Group’s financial policy and theCode of Conduct.The work of the Board of DirectorsThe work of the Board follows a yearly agenda,which is established in the Board’s rulesof procedure. In preparation for each Boardmeeting, the Board receives informationcompiled according to certain proceduresestablished by the Board. All information isformulated in English.The Board of Directors consists of ninemembers elected by the Annual Shareholders’Meeting plus three members and threedeputies for these, appointed by the employees.Of the members elected by the AnnualMeeting, more than half are independent inrelation to the Company and at least two areindependent of the Company’s largest shareholders.During the year, the Board heldeight meetings. At its October 2003 meeting,the Board visited the Group’s operations inthe United States, including a work site visitto the new high-speed rail connection toJohn F. Kennedy Airport in New York City.Among the more important issues thatthe Board dealt with were strategic issues,financial reporting and governance of theGroup’s operations.The Board has appointed from amongits own members a Compensation Committeeand an Audit Committee. During2003 the Board also established a specialProject Review Committee, which has theBoard’s mandate to make decisions on majorconstruction projects, purchases and divestmentsof properties and investments in BOTprojects. The Project Review Committee,like the Compensation and Audit Committees,routinely reports to the Board at eachmeeting, in accordance with the mechanismsspecified in the Board’s rules of procedure.The Company’s auditors are present at themeeting each February dealing with theannual financial statements, in order toreport their observations from the auditingtask directly to the Board. During the year,the Company’s auditors were present at allmeetings of the Auditing Committee.The committees of the Board have thefollowing composition: The CompensationCommittee consists of Sverker Martin-Löf,Chairman, and Arne Mårtensson, with thePresident and CEO as rapporteur. The AuditCommittee consists of Anders Nyrén, Chairman,and Finn Johnsson, with the ExecutiveVice President and Chief Financial Officer(CFO) as rapporteur. The Project ReviewCommittee consists of Sverker Martin-Löf,Chairman, Roger Flanagan, Anders Nyrénand Nils-Erik Pettersson, with the Presidentand CEO as rapporteur.Group Staff Units and SkanskaFinancial Services (SFS)At Skanska Group headquarters in Solna,there are nine Group staff units plus SFS.The Group staff units are responsible forGroupwide functions. In addition, theGroup staff units and SFS provide backupto the business units related to such fields asinformation technology, project financingand risk management. The head of eachGroup staff unit reports directly to a memberof the Senior Executive Team.The business units and their governanceThe organizational structure of the SkanskaGroup is characterized by clear decentralizationand a large measure of delegation ofauthority and responsibility to the businessunits. For this reason, each business unit hasits own staff units and other resources inorder to conduct their operations effectively.Aside from day-to-day operations, thereare matters related to the strategic developmentof the business units as well as mattersconcerning strategic investments and divestments.These items of business are preparedby the management team at each respectiveunit, which is headed by a President, and arethen submitted to the Senior Executive Teamor the Skanska AB Board of Directors fora decision. The Boards of Directors of thebusiness units consist of representatives ofSkanska AB as well as of the business unit’smanagement team and personnel. In eachbusiness unit, the Chairman of the Boardis a member of the Senior Executive Team.Where appropriate, employee representativesare included.Changes in the Board and the SeniorExecutive Team during 2003At the Annual Shareholders’ Meeting in May,Per-Olof Eriksson and Eliot Cutler resignedas members of Skanska’s Board. UlrikaFrancke and Jane Garvey, as well as StuartGraham, who had been appointed Skanska’sPresident and CEO in 2002, were electednew members of the Board.There were no changes among the membersof the Board appointed by employeeorganizations.During the year, Daniel Johannessonand Keith Clarke, Executive Vice Presidents,resigned from the Senior Executive Team. InJune, Tor Krusell was appointed Senior VicePresident Human Resources and a memberof the Senior Executive Team.The composition of the Senior ExecutiveTeam and allocation of main responsibilitiesfor the business units that report to it can beseen on the next page.Skanska Annual Report 2003 – Corporate Governance 93
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Comments by the President and CEOTo
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Mission, vision and goalsSkanska sh
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OrganizationSkanska is a global Gro
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Business streamsConstruction and Se
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MarketsSwedenSEK M Change 2003 2002
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Czech RepublicSEK M Change 2003 200
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Skanska Annual Report 2003

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