Swedish Code of Corporate Governance
A revised Code came into force on July 1 2008, the Code applies to all Swedish companies listed at the NASDAQ OMX Nordic or NGM Equity. From that date, it is considered good stock exchange practice for Swedish companies whose shares are traded on a regulated market to apply the Code. Acando AB complies with the revised Code, with one exception. Considering the size of the Company and the Board, Acando has elected to have only two members of the Audit committee, whereas the Code stipulates three members.
Annual General Meeting of Shareholders (AGM)
The Annual General Meeting is the highest decision making body of Acando AB (publ) and the forum through which shareholders may exercise their influence over the Company.
The duties and tasks of the AGM are governed by the Swedish Companies Act and the Articles of Association.
The latest AGM was held on April 27 2009. The AGM elected a new Board in accordance with the proposal of the nominating committee. The AGM resolved that a dividend of SEK 0,50 per share would be paid, and that the Record Day for the dividend should be April 30 2009.
Board of Directors
During the period between AGMs, the Board of Directors of Acando serves as the highest decision-making body of the Company. The responsibilities of the Board are governed by the Swedish Companies Act and the Articles of Association. The Board’s work is also governed by the Rules of Procedure that it adopts each year. The Rules of Procedure also govern the allocation of tasks and responsibilities between the Board of Directors, the Chairman and the Company’s Managing Director, as well as financial reporting procedures for the Managing Director.
The duties and tasks of the Board include formulating strategies, business plans, budgets, interim reports and year-end reports. The Board furthermore establishes the Rules of Procedure and Instructions for the Managing Director as well as committee and attestation instructions. The Board also decides on significant changes in the Company’s organisation and operations.
For example, the Board is deeply involved in the analyses performed to evaluate and implement acquisitions.
During the financial year 2008, the Board held 15 scheduled meetings as well as a statutory meeting held directly after the AGM on May 19 2008.
The Chairman monitors the Company’s development and is responsible for ensuring that other members continuously receive the information they need so that the Board’s work maintains a high level of quality and complies with the Swedish Companies Act.
To meet the Board’s information needs, the Company’s auditors report to the Board at least once a year at which time they present their evaluation and observations on the Company’s reports and accounts. The Board makes an annual formal evaluation of its work and carries out improvement measures as needed. At each Board meeting, a so-called Closed Session is held, at which the Board holds discussions without any company functionaries, such as MD and CFO, being present.
Managing Director and Group Management
Managing Director is Carl-Magnus Månsson, as from June 1 2009. The Managing Director manages the Company’s operations in accordance with the Board’s guidelines and instructions. The Managing Director keeps the Board and the Chairman continuously informed on the Company and Group’s financial position and development. Group Management holds a scheduled monthly meeting in addition to a number of informal meetings.
Audit
The AGM 2008 resolved to re-elect PricewaterhouseCoopers AB as Auditor for the period up until the end of the 2011 AGM with Magnus Brändström as Principal Auditor. PricewaterhouseCoopers AB has been auditor of Acando since the 1990s. Acando has no internal audit function, but the Board annually evaluates the need of such a function, in accordance with the recommendation of the Code. For a more detailed description of Acando’s internal control, see the Board’s report on internal control of the financial reporting below.
Audit committee
The Board has appointed an audit committee. The audit committee’s task is to prepare on behalf of the Board questions prior to each Board meeting regarding the Company’s accounts and internal control, risk management, external audits and financial information. The audit committee also maintains ongoing contact with the CFO and the auditors.
As from April 27 2009 the audit committee is composed of Board members Anders Skarin and Åsa Landén Ericsson. Both members are independent of the management of the Company and major shareholders.
The Swedish Code of Corporate Governance stipulates that the audit committee should consist of three members. The Acando Board has decided to nominate only two members considering the size of the Company and the Board.
Remuneration committee
The Board has appointed a remuneration committee from among its members to prepare items for adoption by the Board. The remuneration committee’s task is to prepare proposals regarding the executive management’s salaries and other employment conditions.
As from April 27 2009 the remuneration committee is composed of Board members Ulf J Johansson and Birgitta Klasén.Ulf J Johansson is one of the major shareholders in the company, but independent of the management. Birgitta Klasén is independent of both the company management and its major shareholders.
Composition of the Board
The Board of Directors of Acando is composed of six members elected by the AGM and two members appointed by the employees. The AGM 2009 resolved to re-elect Ulf J Johansson, Birgitta Klasén, Anders Skarin and Alf Svedulf as ordinary Board Members and to elect Magnus Groth and Åsa Landén Ericsson as new ordinary Board Members. Four of the Board members are entirely independent of major shareholders. The AGM also resolved to appoint Ulf J Johansson as Chairman of the Board.
Nominating committee
In accordance with a resolution adopted by the 2009 years AGM, the nominating committee shall be composed of the Chairman of the Board and at least two representatives of the largest shareholders. In consultation with the largest shareholders of the Company, the Chairman of the Board will in September appoint at least two members of the nominating committee. The nominating committee’s tasks, prior to next AGM, are to table proposals regarding the Chairman of the AGM, the number of Board Members as well as, when required, auditor or authorised accounting firm, the election of Board Members, the election of Board Chairman, the remuneration of Board Members and the auditor and, when required, the proposed election of auditor.
The nominating committee appointed 2009 is composed of the following people: Ulf J Johansson, Chairman of the Board at Acando AB, Ulf Hedlundh (proposed by Alf Svedulf with family and companies) and Erik Sjöström (proposed by Skandia Liv). Ulf Hedlundh has been appointed Chairman of the nominating committee.
Information has been published via a press release and on Acando’s website regarding the possibility for shareholders to submit proposals to Acando’s nominating committee.
Shareholders who wish to submit proposals to Acando's nominating committee may do so by sending an email to the committee at
or by writing to Acando AB, Att: Valberedningen, Box 5528, 114 85 Stockholm,
Sweden. Proposals should be sent before December 31, 2009.
Report of the Board of Directors on internal control regarding the financial reporting for the financial year 2008