20% - Assa Abloy

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Corporate governance report
ASSA ABLOY is a Swedish public limited liability company
with registered office in Stockholm, Sweden and headquarters
at Klarabergsviadukten 90. The Group’s corporate
governance is based on, among other things, its articles
of association, the Swedish Companies Act and the
rules and regulations of the OMX Nordic Exchange Stockholm
(Stockholm Stock Exchange).
ASSA ABLOY applies the Swedish Code of Corporate
Governance, which forms part of the rules of the Stockholm
Stock Exchange. This Code is based on the principle
of �comply or explain� and primarily deals with the organization
and working methods of the Annual General Meeting,
the board of directors and the management,
as well as the interaction between these bodies.
ASSA ABLOY deviates from two of the Code’s provisions
and an explanation for these deviations is to be found on
page 50. In other respects, ASSA ABLOY is considered to
comply with the provisions of the Code at year-end 2007.
ASSA ABLOY’s objective is that its activities should
generate good long-term returns for its shareholders and
other stakeholders. An effective scheme of corporate
governance for ASSA ABLOY can be summarized in a
number of interacting components, which are described
below.
Financial Reporting
Owners
Annual
General Meeting
Nomination Committee
Board of Directors
Audit Committee
Remuneration Committee
External Audit
Executive Management
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Decentralized Organization
Shareholders
At year-end, ASSA ABLOY had 23,961 shareholders.
ASSA ABLOY’s principal shareholders are Investment AB
Latour and SäkI AB (9.8 percent of the capital and 29.7
percent of the votes) and Melker Schörling AB (4.0 percent
of the capital and 11.6 percent of the votes). Foreign
shareholders accounted for 49 percent of the share capital
and 33 percent of the votes. The ten largest shareholders
accounted for 40 percent of the share capital and 59
percent of the votes.
Share capital and voting rights
ASSA ABLOY’s share capital at year-end amounted to
SEK 365,918,034, distributed among 19,175,323 Series A
shares and 346,742,711 Series B shares. Each Series A
share carries ten votes and each Series B share one vote.
All shares give the shareholders equal rights to the company’s
assets and earnings.
Corporate governance report
41
Share and dividend policy
ASSA ABLOY’s Series B share is quoted on the Large Cap
list of the Stockholm Stock Exchange. A trading lot comprises
200 shares. ASSA ABLOY’s market capitalization at
year-end amounted to SEK 47,203 M. The goal of the
Board of Directors is that, in the long term, the dividend
should correspond to 33–50 percent of earnings after
standard tax of 28 percent, but always taking into
account ASSA ABLOY’s long-term financing requirements.
Annual General Meeting
Shareholders’ rights to decide on the affairs of
ASSA ABLOY are exercised at the Annual General Meeting.
Shareholders who are recorded in the share register on
the record day and have duly notified their intention to
attend are entitled to take part in the Annual General
Meeting, either in person or via a proxy. Resolutions at
the General Meeting are normally passed by simple
majority. However, on certain matters the Swedish
Companies Act prescribes that a proposal should be supported
by a higher majority. Individual shareholders who
wish to have an issue raised at the Annual General Meeting
can apply to ASSA ABLOY’s Board of Directors at a special
address published on the company’s website in good
time before the Meeting.
The Annual General Meeting should be held within six
months of the end of the company’s financial year. Matters
considered at the Annual General Meeting include: a
dividend; adoption of the income statement and balance
sheet; discharge of the Board Aktieägare of Directors and the CEO
from liability; election of Bolagsstämma board members and Chairman
Valberedning
of the Board; appointment of the Nomination Committee
and auditors; and determination Styrelse of fees for the Board of
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Directors and auditors. An Extraordinary General Meeting
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may be held if the Board of Directors considers this necessary
or if ASSA ABLOY’s VD och koncernledning
auditors or shareholders hold-
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ing at least 10 percent ���������������������������������
of the shares so request.
Decentraliserad organisation
The 2007 Annual General Meeting
The Annual General Meeting in April 2007 was attended
by shareholders representing 37.9 percent of the company’s
capital and 58.7 percent of the votes.
At the Meeting, Gustaf Douglas, Melker Schörling,
Carl-Henric Svanberg, Carl Douglas, Per-Olof Eriksson,
Lotta Lundén, Sven-Christer Aktieägare Nilsson and Johan Molin
were re-elected as members Bolagsstämma of the Board. Gustaf Douglas
Valberedning
was re-elected as Chairman of the Board. Melker Schörling
and Carl-Henric Svanberg Styrelse were re-elected as Vice
Chairmen. Further, it was ����������������
noted that the 2006 Annual
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General Meeting had appointed PricewaterhouseCoopers
as auditors, with authorized VD och koncernledning
public accountant Peter
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Nyllinge as Auditor ���������������������������������
in Charge, for the four-year period up
to the 2010 Annual General Meeting.
The Meeting approved a dividend of SEK 3.25 per
share, in accordance with the proposal of the Board and
the CEO. In addition, the Meeting passed a resolution on
the fees payable to the Board and the auditors and
appointed the members of the Nomination Committee
Finansiell rapportering
Finansiell rapportering
Extern revision
Extern revision