81
Corporate Governance Report
Corporate Governance Report 2017
This Corporate Governance Report has been drawn up in accordance
with the rules of the Annual Accounts Act and the Swedish
&RUSRUDWH*RYHUQDQFH&RGH³WKH&RGH´7KH&RUSRUDWH
Governance Report has been subject to the statutory review
by the company’s auditor.
Effective and clear corporate governance contributes to the
safeguarding of trust among AAK’s stakeholder groups and also
LQFUHDVHVWKHIRFXVRQEXVLQHVVEHQH¿WDQGVKDUHKROGHUYDOXHLQ
the company. AAK’s Board of Directors and management team
endeavor, through a high level of transparency, to make it easy
for individual shareholders to understand the company’s decisionmaking
process and to clarify where in the organization responsibilities
and authorities reside. AAK’s corporate governance is based
on applicable legislation, the Code, NASDAQ OMX Stockholm’s
regulatory framework for issuers, generally accepted practice in the
stock market and various internal guidelines. Where AAK has chosen
to diverge from the rules in the Code, the reason is provided
under each heading in this Corporate Governance Report.
General
AAK is a Swedish public limited liability company, the shares of
which are traded on NASDAQ OMX Stockholm within the Large
Cap segment, Consumer Commodities sector. AAK has around
10,200 shareholders. Its business operations are global, with a
presence in more than 100 countries. As at December 31, 2017,
the number of employees was 3,399. Responsibility for management
and control of AAK is divided between the shareholders at
the Annual General Meeting, the Board of Directors, its elected
committees and the CEO in accordance with the Swedish Companies
Act, other legislation and ordinances, applicable rules for
companies traded on a regulated market, the Articles of Association
and the Board’s internal control instruments. AAK’s goal is to
EHWKHREYLRXV¿UVWFKRLFHIRULWVFXVWRPHUVDQGWRFUHDWHWKHEHVW
possible value for the company’s various stakeholder groups – in
particular customers, suppliers, shareholders and employees. At
the same time, AAK aims to be a good corporate citizen and take
long-term responsibility. The aim of corporate governance is to
GH¿QHDFOHDUDOORFDWLRQRIUHVSRQVLELOLW\DQGUROHVEHWZHHQWKH
owners, the Board, the executive management team and various
control bodies. In line with this, corporate governance covers the
Group’s management and control systems.
Ownership structure
Information about shareholders and shareholdings can be found on
pages 90–91.
Articles of Association
AAK’s current Articles of Association were adopted at the Annual
General Meeting on May 17, 2017. The Articles of Association
state that the company is to operate manufacturing and trading
business, primarily within the food industry, to own and manage
shares and securities and other associated business. The Articles
of Association also state the shareholders’ rights, the number of
Board members and auditors, that the Annual General Meeting
VKDOOEHKHOG\HDUO\ZLWKLQVLPRQWKVRIWKHHQGRIWKH¿QDQFLDO
\HDUKRZQRWL¿FDWLRQRIWKH$QQXDO*HQHUDO0HHWLQJVKDOOEH
HIIHFWHGDQGWKDWWKHUHJLVWHUHGRI¿FHRIWKH%RDUGRI'LUHFWRUV
VKDOOEHLQ0DOP|6ZHGHQ7KHFRPSDQ\¶V¿QDQFLDO\HDULVWKH
calendar year. The Annual General Meeting shall be held in Malmö
or Karlshamn, Sweden. The Articles of Association contain no
restrictions on the number of votes each shareholder may cast at
a general meeting. Furthermore, the Articles of Association contain
no special provisions on the appointment and removal of Members
of the Board of Directors and on amendments to the Articles of Association.
For the current Articles of Association, please see www.
aak.com.
Annual General Meeting
The Annual General Meeting of AAK is the highest decision-making
body and the forum through which the shareholders exercise their
LQÀXHQFHRYHUWKHFRPSDQ\7KHWDVNVRIWKH$QQXDO*HQHUDO
Meeting are regulated by the Swedish Companies Act and the Articles
of Association. The Annual General Meeting makes decisions
on a number of central issues, such as adoption of the income
statement and balance sheet, discharge from liability for the Board
members and CEO, the dividend to shareholders and the composition
of the Board. Further information about the Annual General
Meeting and complete minutes from previous Annual General
Meetings and Extraordinary General Meetings are published at
www.aak.com.
Annual General Meeting 2017
The Annual General Meeting held on May 17, 2017 was attended
by shareholders representing around 66 percent of the share
capital and votes in the company. Mikael Ekdahl was elected
Chairman of the Meeting. The Annual General Meeting adopted the
income statement and balance sheet, as well as the consolidated
income statement and consolidated balance sheet. Following
this, the Annual General Meeting approved the Board’s proposal
IRUDGLYLGHQGIRUWKH¿QDQFLDO\HDURI6(.SHUVKDUH
Märta Schörling Andreen, Lillie Li Valeur, Marianne Kirkegaard and
Arne Frank were re-elected as ordinary members of the Board
of Directors. Bengt Baron, Gun Nilsson and Mikael Ekdahl were
elected as new members of the Board of Directors. Mikael Ekdahl
was elected Chairman of the Board. The employee organizations
KDGDSSRLQWHG$QQLND:HVWHUOXQG37./DQG/HLI+nNDQVVRQ,)
Metall) as employee representative members of the Board, and
Ingvar Andersson (IF Metall) and Annica Edvardsson (PTK-L) as
deputy members of the Board. The Annual General Meeting did not
authorize the Board to resolve on the issue of new shares by the
Company or the acquisition of the Company’s own shares.
Nomination committee
The Annual General Meeting decides on the election of the Board,
among other items. The task of the Nomination Committee is to
make proposals to the Annual General Meeting regarding the election
of the Chairman and other members of the Board and of the
Chairman of the Meeting, and regarding remuneration issues and
related issues.
Nomination Committee for the Annual General Meeting in 2018
At the Annual General Meeting in 2017, Märta Schörling Andreen
0HONHU6FK|UOLQJ$%/DUVcNH%RNHQEHUJHU$0))RQGHU+HQ-
ULN'LGQHU'LGQHU *HUJHIRQGHUDQG<YRQQH6|UEHUJ+DQGHOV-
banken Fonder) were appointed members of the Nomination Committee
for the Annual General Meeting in 2018. Märta Schörling
Andreen was appointed Chair of the Nomination Committee.