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Corporate governance report 50 the following companies besides ASSA ABLOY: Bonnier AB (publ) and Skandinaviska Enskilda Banken AB (publ). PwC submits the audit report for ASSA ABLOY AB, the Group and a large majority of the subsidiaries worldwide. The audit of ASSA ABLOY AB also includes the administration by the Board of Directors and the CEO. The company’s auditor attends all the meetings of the Audit Committee as well as the board meeting in February, at which he reports his observations and recommendations concerning the Group audit for the year. The external audit is carried out in accordance with good auditing practice in Sweden. The audit of the annual financial statements for legal entities outside Sweden is carried out in accordance with legal requirements and other applicable regulations in the country concerned and in accordance with good auditing practice as defined by the International Federation of Accountants (IFAC) for submitting audit reports for the legal entities. For information about the fees paid to auditors and other assignments carried out in the Group during the last three financial years, see Note 3 of this Report and Note 3 on page 63 of the Annual Report for 2006. Deviations from the Swedish Code of Corporate Governance ASSA ABLOY has chosen to deviate from the following clauses of the Swedish Code of Corporate Governance: Clause 2.1.2 (relevant parts) “The majority of the members of the nomination committee are not to be members of the board of directors. The chair of the board of directors or another board member is not to chair the nomination committee.” Explanation for the deviation: Prior to the 2008 Annual General Meeting, the Nomination Committee comprises four members, two of whom are board members. Half of the Committee’s members, but not a majority, are thus not board members. The departure from this clause of the Code is the result of, on the one hand, the wish to limit the number of members of the Committee in order not to jeopardize the effectiveness of the Committee’s nomination work and, on the other hand, the representation of the principal shareholders on the Committee. A majority of external members would have required five members, which was deemed to be too many. The Chairman of the Nomination Committee prior to the 2008 Annual General Meeting is Melker Schörling, who is also a member of ASSA ABLOY’s Board. The departure from this clause of the Code is justified by the fact that one of the largest shareholders in terms of votes naturally also leads the work of the Committee. Clause 3.2.4 (relevant parts) “The majority of the directors elected by the shareholders’ meeting are to be independent of the company and its management.” Explanation for the deviation: This clause is not complied with on account of the so-called 12-year rule, which states that a director is not deemed to be independent if he has been a board member of the company for more than 12 years. Four board members out of a total of eight board members are dependent on the company, as defined by the Code. For three of these, this dependence only arises on account of the 12-year rule. The Nomination Committee does not consider that in a company such as ASSA ABLOY dependence arises as a result of a board member working with and getting to know the company over a longer period.
The Executive Team From left: Ulf Södergren, Johan Molin, Åke Sund, Martin Brandt, Juan Vargues, Thanasis Molokotos, Tomas Eliasson, Denis Hébert, Tzachi Wiesenfeld, Tim Shea The Executive Team Johan Molin Born 1959 Bachelor of Science in Economics President and CEO Employed since 2005 Shareholdings: 500,000 Series B shares. Incentive 2006 and Incentive 2007 convertibles corresponding to 440,000 Series B shares. Martin Brandt Born 1960 Degree in Business Administration and Mechanical Engineering Executive Vice President Head of Asia Pacific division Employed since 1996 Shareholdings: Incentive 2006 convertibles corresponding to 60,700 Series B shares. Tomas Eliasson Born 1962 Bachelor of Science in Economics Executive Vice President Chief Financial Officer (CFO) Employed since 2006 Shareholdings: Incentive 2006 and Incentive 2007 convertibles corresponding to 108,600 Series B shares. Thanasis Molokotos Born 1958 Master of Science Executive Vice President Head of Americas division Employed since 1996 Shareholdings: 25,000 Series B shares. Incentive 2004, Incentive 2006 and Incentive 2007 convertibles corresponding to 105,400 Series B shares. Åke Sund Born 1957 Graduate Diploma in Marketing Executive Vice President Director for Market and Business Development Employed since 1994 Shareholdings: Incentive 2004, Incentive 2006 and Incentive 2007 convertibles corresponding to 223,900 Series B shares. Ulf Södergren Born 1953 Master of Science, Bachelor of Economics Executive Vice President Director for Technology and Product Development Employed since 2000 Shareholdings: Incentive 2004, Incentive 2006 and Incentive 2007 convertibles corresponding to 217,600 Series B shares. Juan Vargues Born 1959 Graduate in Mechanical Engineering, MBA Executive Vice President Head of Entrance Systems division Employed since 2002 Shareholdings: Incentive 2004, Incentive 2006 and Incentive 2007 convertibles corresponding to 229,600 Series B shares. Tzachi Wiesenfeld Born 1958 MBA and Bachelor of Science in Industrial Engineering Executive Vice President Head of EMEA division Employed since 2000 Shareholdings: Incentive 2004, Incentive 2006 and Incentive 2007 convertibles corresponding to 183,800 Series B shares. Corporate governance report 51 Denis Hébert Born 1956 Bachelor of Commerce, MBA Executive Vice President Head of Global Technologies business unit HID Group Employed since 2002 Shareholdings: Incentive 2006 and Incentive 2007 convertibles corresponding to 62,200 Series B shares. Tim Shea Born 1959 Graduate in Mechanical Engineering, MBA Executive Vice President Head of Global Technologies business unit ASSA ABLOY Hospitality Employed since 2004 Shareholdings: Incentive 2006 and Incentive 2007 convertibles corresponding to 21,500 Series B shares.
Page 1 and 2:
Annual Report 2007 The global leade
Page 3 and 4: Significant events Financials in br
Page 5: ASSA ABLOY is the global leader in
Page 8: CEO’s statement 4 innovative prod
Page 11 and 12: 1 Excluding restructuring costs. 2
Page 13 and 14: Presence and strong relationships t
Page 15 and 16: In the security market today, manuf
Page 17 and 18: HID’s Crescendo Smart Card allows
Page 19 and 20: Check in with your cellphone Signat
Page 21 and 22: ASSA ABLOY worked closely with the
Page 23 and 24: The division manufactures and sells
Page 25 and 26: Security a top concern at new biote
Page 27 and 28: Woodside in Australia is one of the
Page 29 and 30: The division sells electronic secur
Page 31 and 32: “In today’s turbulent times, bu
Page 33 and 34: In 2007 ASSA ABLOY Entrance Systems
Page 35 and 36: More information about sustainable
Page 37 and 38: Open House in Brazil Sustainable de
Page 39 and 40: Tom Devine from ASSA ABLOY Australi
Page 41 and 42: Report of the Board of Directors, C
Page 43 and 44: Report of the Board of Directors Th
Page 45 and 46: End Corporate governance report ASS
Page 47 and 48: CEO reported on the Group’s perfo
Page 49 and 50: Gustaf Douglas Melker Schörling Ca
Page 51 and 52: Operational management and internal
Page 53: The Board’s proposed guidelines f
Page 57 and 58: Income statement - Group ASSA ABLOY
Page 59 and 60: Results by division ASSA ABLOY Annu
Page 61 and 62: Balance sheet - Group ASSA ABLOY An
Page 63 and 64: Cash flow statement - Group ASSA AB
Page 65 and 66: Income statement Parent company Bal
Page 67 and 68: Financial risk management ASSA ABLO
Page 69 and 70: Maturity - financial liabilities an
Page 71 and 72: Note 1 Notes Note 1 Significant acc
Page 73 and 74: Note 1 cont. benefits can be reliab
Page 75 and 76: Note 1 cont. USA, which are reporte
Page 77 and 78: Notes 9-12 Note 9 Employee benefits
Page 79 and 80: Note 15 cont. ASSA ABLOY Annual Rep
Page 81 and 82: Notes 17 -18 Note 17 Shares in subs
Page 83 and 84: Notes 24-25 Note 24 Cash and cash e
Page 85 and 86: Note 29 cont. A) Specification of a
Page 87 and 88: Notes 30-35 Note 30 Other provision
Page 89 and 90: Note 36 Adams Rite On 24 March 2006
Page 91 and 92: Five years in summary 2003 Business
Page 93 and 94: Quarterly information ASSA ABLOY An
Page 95 and 96: Proposed disposition of earnings Th
Page 97 and 98: The ASSA ABLOY share Share price tr
Page 99 and 100: Convertible debentures for personne
Page 101 and 102: Production: Hallvarsson & Halvarsso
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