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Corporate Governance

Studsvik AB is a Swedish public company with its registered office in Nyköping and is listed on the NASDAQ OMX Stockholm exchange. The company is the parent of a Group that carries on business in nuclear technology in an international arena. Corporate governance is based on the Articles of Association and the Swedish Companies Act, a number of Swedish and foreign laws and ordinances and the Swedish Code of Corporate Governance.

This report has not been audited by the company's auditors.

General Meeting of Shareholders

The General Meeting is the company's highest decision-making body, where the shareholders exercise their influence through discussions and decisions. An Annual General Meeting shall be held once a year in order to adopt the income statement and balance sheet, determine how the financial results are to be allocated and elect a board of directors and auditors.

The number of shareholders on December 31, 2009 was 4,335. The total number of shares was 8,218,611. All shares have an equal right to participate in the company's assets and profits.

At the Annual General Meeting in April 2009, 43 share­holders participated representing a total of 52.8 per cent (48.3) of all votes in the company. The Annual General Meeting adopted the consolidated income statement and balance sheet, adopted the Board of Directors' proposed dividend of SEK 1 per share and discharged the Board of Directors and President from liability. The members of the Board of Directors were re-elected and Anders Ullberg was appointed as Chairman. The Meeting also established principles for benefits to senior management and decided on the forms for the appointment of the Nomination Committee. The minutes of the Annual General Meeting can be found on the company's website.

bolagsstyrning.gif

Nomination committee

The main task of the Nomination Committee is to propose candidates for the Board of Directors, Chairman of the Board and auditors and their fees to the Annual General Meeting. The Nomination Committee must also propose a new Nomination Committee or a model for how a Nomination Committee should be appointed.

As resolved by the Annual General Meeting, the Nomina­tion Committee is to consist of the Chairman of the Board and representatives of each of the three largest share­holders. In the third quarter of 2009 the Chairman contacted the three largest shareholders to appoint a Nomi­nation Committee. The composition of the Nomination Committee was published in November 2009. The Nomination Committee consists of:

  • Jan Barchan, Briban Invest (also a member of the Board of Studsvik)
  • Peter Rudman, Nordea fonder
  • Bill Tunbrant, representative of the Karinen family
  • Anders Ullberg, Chairman of the Board of Studsvik

The Nomination Committee held three meetings. The Nomination Committee's term of office is until a new Nomination Committee has been appointed.

Composition of the Board of Directors

Studsvik AB's Board of Directors consists of seven board members elected by the general meeting of shareholders, as well as two members and two alternates appointed by the local trade union organizations Unionen and the Swedish Association of Graduate Engineers. The Board of Directors is presented on pages 56-57.

The members elected by the Annual General Meeting are all, with the exception of Jan Barchan, Anna Karinen and Per Ludvigsson, to be regarded as independent in relation to the company, its management and major shareholders.

Chairman

Anders Ullberg is the Chairman of the Board and leads the work of the Board. He has a particular responsibility to follow­ the company's development between Board meetings­ and ensure that the Board Members regularly receive the informa­tion necessary for performing a satisfactory job. The Chairman is to maintain contact with the President and Vice President and hold meetings with them on various matters as needed.

Work of the Board of Directors

The task of the Board of Directors is to administer the company's business in the best way possible and safeguard the interests of the shareholders in its work. The Board's work follows rules of procedure adopted annually at the inaugural board meeting. The rules of procedure specify the division of duties between the Board and the President, the responsibilities of the Chairman and President respectively, and the forms of financial reporting.

The President takes part in the work of the Board of Directors and other members of the Group Executive Management take part when this is called for. The Group's Chief Financial Officer, who is also Executive Vice President, acts as secretary to the Board.

In 2009 the Board held seven ordinary meetings, including the inaugural meeting immediately following the Annual­ General Meeting, and in addition three extra­ordinary meetings. The members' attendance is shown in the table below.

The Board of Directors receives information on the company's economic and financial situation through monthly reports and at board meetings. Ahead of each board meeting the Chairman and President go through the business to be dealt with at the meeting and supporting documentation for the Board's processing of the business is sent to the members about a week before each board meeting.

In 2009 the Board of Directors gave particular attention to the Group's development in the United Kingdom, then deciding to focus­ operations on waste management and small projects, thereby discontinuing the Group's commit­ments to large projects. The Board also dealt with the develop­ment of waste management in the USA, where a new business model for managing intermediate level waste was implemented in 2008 and parts of the operations were sold. The strategic position and potential of each segment were dealt with, after which a strategic plan for the Group for the period 2009-2011 was established. The company's auditors reported their observations from their audit of the annual accounts and examination of interim accounts and internal control at three meetings during the year.

The Chairman ensures that the work of the Board of Directors is evaluated annually and that the Nomination Committee receives the information necessary concerning the results of the evaluation.

Policies, guidelines and instructions

The Board annually reviews and adopts Group policies and guidelines and the Group's Code of Conduct. The Code of Conduct, which is available on Studsvik's website, aims to provide guidance to employees and business partners, minimize risks, strengthen the corporate culture and convey Studsvik's core values.

The President adopts guidelines and operative instructions based on policies and guidelines established by the Board. Guidelines and operative instructions issued by the President primarily cover financial reporting and information technology (IT). All policies and guidelines are available on the company's intranet.

Remuneration Committee

The Board has appointed a Remuneration Committee from among its number. The Remuneration Committee submits proposals to the Board for the President's salary and other conditions of employment and approves salaries and other conditions of employment for the Executive Group Management proposed by the President. The Committee also draws up the Board of Directors' proposals to the General Meeting concerning principles of remuneration and other conditions of employment for the Executive Group Management. Current principles specify that senior management shall be offered a fixed market rate salary and that they can also be offered bonus of a maximum of 50 per cent of the fixed salary.

The Remuneration Committee works in accordance with the instructions adopted annually by the Board of Directors and reports on its work to the Board of Directors. The Remuneration Committee consists of Anders Ullberg (chairman), Jan Barchan and Anna Karinen.

Audit Committee

The Board has set up an Audit Committee to assure the quality­ of the company's financial reporting. The Audit Committee consists of Ingemar Eliasson (chairman), Per Ludvigsson and Anders Ullberg. The presenter in the Committee is the Chief Financial Officer. During the year the Committee dealt with risks related to the Group's operations, costing and risk analysis, project management, accounting procedures and routines, Group financing and the Group's insurance cover.

The company's auditors reported their observations from the hard-close and internal control, conducted at the time of the third quarter closing. The Committee meets before each reporting date and on more occasions if necessary. The Committee held four meetings during the year.

The Audit Committee works in accordance with the instruc­tions adopted annually by the Board of Directors and reports on its work to the Board of Directors.

Board fees

The total board fee paid by Studsvik AB for 2009 amounted to SEK 2,268,750 (2,159,500). In accordance with a resolution passed by the Annual General Meeting, the Chairman of the Board receives SEK 650,000 per year, the Vice Chairman SEK 350,000 per year and ordinary members SEK 225,000 per year. No fee is paid to the members appointed­ by the employee organizations. The chairman of the Audit Committee receives a fee of SEK 100,000 per year and the members SEK 50,000 per year. No fee is paid to the Remuneration Committee.

Board members Elected Attendance Remuneration Committee Audit Committee Independent
of company
Independent of shareholders Fee, SEK thousand

Anders Ullberg,
Chairman of the Board

2007

10/10

1/1

4/4

yes

yes

700

Anna Karinen, Vice Chairman

2003

10/10

1/1

 

yes

no

350

Jan Barchan1

2004

6/10

0/1

 

yes

no

169

Ingemar Eliasson

2002

9/10

 

4/4

yes

yes

325

Lars Engström

2008

10/10

 

 

yes

yes

225

Alf Lindfors

2006

10/10

 

 

yes

yes

225

Per Ludvigsson

2007

10/10

 

4/4

yes

no

275

Maria Lindberg

2006

10/10

 

 

 

 

 

Roger Lundström

2005

9/10

 

 

 

 

 

 

 

 

 

 

 

 

 

1 In June 2009 the prosecutor at the Swedish National Economic Crimes Bureau applied to institute proceedings on suspected insider crime referring to Jan Barchan. Jan Barchan decided not to participate in the work of the Board of Directors until the court case is closed.

Auditors

At the 2007 Annual General Meeting the registered public account­ing firm PricewaterhouseCoopers AB was elected as auditor­ for the period up to and including the 2011 Annual General Meeting. The auditors in charge are authorized public accountants Magnus Brändström and Göran Tidström. Remuneration to the company's auditors is paid in accordance with an approved invoice on agreed terms. For information concerning remuneration in 2009 please refer to note 8, page 35.

President and Executive Group Management

Studsvik's Board of Directors has appointed Magnus Groth as President and Chief Executive Officer, responsible for day-to-day management of the company. He leads the operative business and prepares information and data for decision-making for the Board of Directors and is the presenter at Board meetings.

The President has appointed a Group Management team consisting of the Executive Vice President/CFO, the head of the Group function company acquisitions and projects and the heads of the five segments. The President and Executive Group Management are presented on pages 58-59. The Group Management team meets monthly to consider the results and financial position of the Group and questions concerning strategy, budget follow-up, forecasts and general progress of business operations.

The President and central staff functions are based in Nyköping. In accordance with the policies and guidelines estab­lished by the Board, the Group functions are responsible for business development, allocation of financial resources among the Group's operations, capital structure and risk management. The tasks also include questions of Groupwide acquisitions and disposals, certain major projects, the Group's financial reporting, communication with the stock market, internal and external informa­tion, IT and co-ordination and follow-up of safety, environ­ment, work environment and quality.

Operative management

The Group's operative business is carried out principally in subsidiaries of Studsvik AB, which by and large correspond to the Group's operating segments. In each subsidiary the board plays an active role under the leadership of the CEO or Executive Vice President. The boards of the subsidiaries follow the companies' day-to-day operations and establish business plans and budgets.

The business is carried on in accordance with the rules, guidelines and policies established by the parent company, and local rules established by each subsidiary company board. The heads of the subsidiaries have budget responsibility and shall ensure growth in their companies. They are also responsible for utilizing the synergies between the Group's various units.

Internal control

Internal control aims to ensure that:

  • Company strategies and goals are followed up,
  • Shareholders' interests are protected,
  • External financial reporting reflects the actual situation with reasonable certainty,
  • The financial reports are prepared in accordance with generally accepted accounting principles, laws and ordinances and other requirements of listed companies.

The Board of Directors has the overall responsibility for ensuring the Group has effective internal controls. The President is responsible for ensuring that processes and organization are in place that guarantee internal control and the quality of financial reporting.

Studsvik has no special internal audit function. Review of internal controls is carried out by the Group Accounting and Finance function as an integrated aspect of the work of the business and finance controllers, which the Board has found to be appropriate in light of the Group's size and complexity. The review is based on an overall risk analysis and on checklists and question lists in material for self-assessment that are subsequently verified from the point of view of materiality through direct examination. The self-assessment material also forms the basis of the external auditors' annual examination of administration and internal control. The outcome of the examination is reported to the Audit Committee and the Board.

The Group has relatively few operating units, for the most part with well-established processes. Structural and policy documents in the form of policies, guidelines and instructions have been drawn up to ensure a common view and method of working within the Group. These include among other things:

  • Authorization manual
  • Budget and business planning
  • Cash management
  • Financial reporting
  • Financing
  • Investments and acquisitions
  • Project management and risk analysis
  • Risk management and insurance
  • Currency hedging

Control activities are carried out regularly by the Group's controller organization, and at company level within various parts of the accounting and reporting process. The control activities focus on known risks, but they are also intended to identify and correct any errors and non-conformities. Processes and systems are examined regularly with a view to identifying areas for improvement.

Corporate responsibility activities

Studsvik conducts systematic corporate responsibility activities to ensure good working conditions inside and outside the Group. For Studsvik, corporate responsibility entails a commit­ment to follow­ the principles of sustainable development. This also includes economy, environment, health and safety as well as ethical and social aspects. The Group's Code of Conduct is the cornerstone of corporate responsibility activities and the Code of Conduct presents the core values on which the work is based. Studsvik's corporate responsibility activities cover four areas:

  • Employees and organization
  • Society
  • Customers and suppliers
  • Environment

Studsvik has prepared a separate Corporate Responsibility Report for 2009 in accordance with level B of the Global Reporting Initiative (GRI), published on www.studsvik.se.

 

 

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