Corporate Governance Report
Corporate Governance Report 2018
This Corporate Governance Report has been drawn
up in accordance with the rules of the Annual Accounts
Act and the Swedish Corporate Governance Code (“the
Code”). The Corporate 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 increases the focus on business
benefit and shareholder value in 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
decision-making 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.
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 11,800 shareholders.
Its business operations are global, with a
presence in more than 100 countries. As at December
31, 2018, the number of employees was 3,609.
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 be the obvious first choice
for its customers, and to create the best 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 define a clear allocation
of responsibility and roles between the 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.
Information about shareholders and shareholdings can
be found on pages 48–49.
Articles of Association
AAK’s current Articles of Association were adopted at
the Annual General Meeting on May 30, 2018. 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 shall be held yearly within six months
of the end of the financial year, how notification of the
Annual General Meeting shall be effected and that the
registered office of the Board of Directors shall be in
Malmö, Sweden. The company’s financial year is the
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 influence over the company.
The tasks of the Annual General 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