Acando is a Swedish public limited company listed on Nasdaq OMX Nordic, Small Cap. Acando implements the Swedish Code for Corporate Governance and hereby submits the corporate governance report for 2009. Divergences from the Swedish Code for Corporate Governance are shown in a separate section below. This report has not been reviewed by the Company’s auditors and does not form part of the formal annual report.
Annual General Meeting
The influence of the shareholders in Acando is exercised at the Annual General Meeting (AGM), which is the company’s highest decision-making body.
The AGM for 2009 took place on 27 April 2009 in Stockholm. The date of the AGM was published in conjunction with the interim report for the third quarter. Registered shareholders representing 45 percent of the shares and 51 percent of the votes participated in the AGM. All Board Members elected by the AGM, the Managing Director and the company’s auditors participated.
The minutes from the AGM are available at www.acando.com. Some of the decisions made by the AGM are listed below.
› Decision to pay a dividend of SEK 0.50 per share for the financial year 2008 in accordance with the proposal of the Board.
› Re-election of the Board members Birgitta Klasén, Anders Skarin and Alf Svedulf. Election of Magnus Groth and Åsa Landén Ericsson.
› Re-election of the Chairman of the Board Ulf J Johansson.
› Authorisation for the Board to decide on the issue of shares and repurchase and transfer of treasury shares under certain circumstances.
› Guidelines for remuneration to senior executives.
› Decision regarding a new Share Savings Programme 2009 for senior executives and other key persons.
Nomination Committee
The main task of the Nomination Committee is to prepare for the election and payment of fees to Board members and auditors at the AGM.
In accordance with a decision at the 2009 AGM, the Nomination Committee shall consist of the Chairman of the Board plus at least two representatives of the major shareholders. During September, the Chairman of the Board shall in consultation with the major shareholders in the company appoint at least two members of the Nomination Committee. The task of the Nomination Committee prior to the next AGM is to develop proposals for a Chairman of the AGM, the number of Board members and, as applicable, an auditor or registered auditing company, election of Board members, election of Chairman of the Board, fees to Board members and auditors and, as applicable, proposals for election of auditors.
The selection criteria are that elected Board members shall have the relevant knowledge and experience to understand and follow Acando’s operation and contribute with insights on strategic issues. Ahead of the nomination work, the Nomination Committee has partaken of Acando’s strategic situation through presentations by the Chairman of the Board and the company’s CEO. The Nomination Committee has also partaken of the Board’s evaluation.
The Nomination Committee appointed for 2009 includes the following persons: Ulf J Johansson, Chairman of the Board of Acando, Ulf Hedlundh (proposed by Alf Svedulf including family and companies) and Erik Sjöström (proposed by Skandia Liv). Ulf Hedlundh was appointed Chairman of the Nomination Committee.
Information has been published via a press release and on Acando’s website about the opportunity for shareholders to make proposals to Acando’s Nomination Committee.
Board of Directors
Areas of responsibility
The Board constitutes the highest decision-making body during the period between AGMs. The tasks of the Board are regulated in the Swedish Companies Act and the Articles of Association. The Board shall annually adopt a written working procedure for its work. The Board shall also, in written instructions, state the division of work between, on the one hand, the Board, and, on the other hand, the Managing Director and the other bodies instituted by the Board, such as the Audit Committee and Remuneration Committee.
The tasks of the Board include making decisions on issues relating to:
› strategies, business plan and budget
› annual reports, interim reports and year-end press releases
› important changes to the company’s organisation and operation
› internal control and risk handling
› major investments, acquisitions and other changes in group structure
› loans and other financing issues of a significant character.
The Board also monitors that Acando’s operation follows applicable rules and regulations and that the Swedish Code for Corporate Governance is complied with.
Members of the Board
Acando AB’s Board consists of six members elected by the AGM and two members appointed by the employees.
The 2009 AGM decided to re-elect the ordinary Board members Ulf J Johansson, Birgitta Klasén, Anders Skarin and Alf Svedulf, and to elect as new Board members Magnus Groth and Åsa Landén Ericsson.
Åsa Landén Ericsson left her place on the Board on 1 March 2010 in conjunction with taking up a new position within a competing operation.
Chairman of the Board
The Chairman of the Board shall ensure that the work of the Board is carried out in accordance with the provisions of the Articles of Association, the Companies Act and other enactments and ordinances, as well as the Board’s working procedure. At the AGM in 2009, Ulf J Johansson was re-elected Chairman of the Board.
The Chairman maintains continuous contact with the Managing Director in order to monitor the company’s operation and is responsible for ensuring the other Board Members receive the information and documentation required in order to fulfil their work on the Board. The Chairman is responsible for evaluating the work of the Board, and also participates in the evaluation of the senior executives of the Group, and represents the company on owner issues.
The work of the Board
During the financial year 2009, the Board has held 12 Board meetings and one Board meeting following election in conjunction with the AGM on 27 April 2009. At these meetings the Board dealt with the ordinary items that were at hand at each meeting in accordance with the working procedures adopted, such as budget, annual reports, interim reports, state of business, etc. In addition the Board handled issues relating to growth strategy, acquisition, strategic aims, capital structure and incentive programmes for employees. Furthermore, it dealt with the recruitment of the Managing Director.
The Board makes a formal evaluation of its work annually, and carries out improvement measures as necessary. At each Board meeting, a Closed Session is held, where the Board holds discussions without any company functionaries such as the MD and CFO being present.
The company’s auditors participate annually in at least one Board meeting, at which they present their observations from the audit of the internal control, financial reporting and annual report.
Independent
The Board’s view, which is shared by the Nomination Committee, is that the Board members’ independence in relation to the company fulfils the requirement of the Nasdaq OMX Nordic’s regulatory framework and the Swedish Code for Corporate Governance that the majority of the members elected by the AGM shall be independent in relation to the company and the company management, and that at least two of them shall also be independent of the company’s major shareholders. Four of the Board members are entirely independent of major shareholders.
All Board members are independent of the company and its management. There is no agreement between the company and the members.
Audit committee
The Board has appointed an Audit Committee from among its own members. The Audit Committee works according to an agenda set annually and has the task, on behalf of the Board, of preparing issues prior to Board meetings relating to the company’s financial reporting and internal control, risk handling, external audit and financial information. The Audit Committee also maintains continuous contacts with the CFO and auditors. All meetings of the Audit Committee are minuted and the minutes are submitted to the Board together with an oral report, in conjunction with the Board’s decision-making. The Audit Committee consists of Anders Skarin and Åsa Landén Ericsson, who have both been present at all meetings. Both members are independent of both the company management and its major shareholders.
The meetings of the Audit Committee are also attended by the company’s auditors, Öhrlings PriceWaterhouseCoopers through the auditor in charge, Magnus Brändström and Christina Lundin. The company is usually represented by the CFO and the Group Chief Accountant.
During the financial year 2009, the Audit Committee has held 5 meetings.
Remuneration Committee
The Board has appointed a Remuneration Committee from among its own members to prepare items for decision by the Board. The task of the Remuneration Committee is to develop proposals for the remuneration conditions and other terms of employment of the executive management group. All meetings of the Remuneration Committee are minuted and the minutes are submitted to the Board together with an oral report, in conjunction with the Board’s decision-making. The Remuneration Committee consists of Ulf J Johansson and Birgitta Klasén, who have both been present at all meetings. Ulf J Johansson is one of the company’s major shareholders, but is independent of the management. Birgitta Klasén is independent both of the company management and its major shareholders.
The Remuneration Committee has held 6 meetings during 2009. The Remuneration Committee’s meetings are also attended by the MD and/or CFO (who naturally leave the room when issues relating to themselves are handled). During 2009, the work has mainly focused on issues relating to recruitment of the MD and CFO, as well as issues relating to incentives for senior executives.
Managing Director
The Board appoints a Managing Director (MD) to lead and develop the day-to-day operation and be responsible for the company’s day-to-day management. At the Board meeting following election on 27 April 2009, the Board adopted the current MD instruction, which includes the following main areas:
› drawing up a business plan
› monitoring compliance with the goals, policies and strategic plans adopted by the Board
› ensuring the financial reporting reflects the Group’s total financial position and result, and all other circumstances of significance
› ensuring the management group has the correct competence to run the business in the direction decided by the Board.
Bengt Lejdström, Chief Financial Officer of Acando, was appointed interim MD on 19 January 2009, and thereby replaced Lars Wollung. On 1 June 2009, Carl-Magnus Månsson took up his appointment as MD and CEO of Acando.
Auditor
The AGM in 2009 decided that the number of auditors should be one with no deputy. The auditing company Öhrlings PriceWaterhouseCoopers was elected auditor, with Magnus Brändström as auditor in charge. The mandate period for the company’s current auditor ends at the AGM in 2011.
Divergences from the Swedish Code for Corporate Governance
The company complies with the Swedish Code for Corporate Governance with the following exceptions: The company’s Board consists of six Board members elected by the AGM. On the basis of the size of the company and the Board, the Board considers it suitable for the Audit Committee to consist of two Board members during 2009. The Swedish Code for Corporate Governance states that the Audit Committee should consist of at least three Board members.
The company does not have any special internal audit function. The Board annually evaluates the need for an internal audit function, and considers that the external auditor, together with the continuous internal work on internal control constitutes a sufficient scrutiny function, in view of the company’s operation and size.
Read and download the complete Corporate governance report 2009.