Management and control of the Sectra Group is divided between the shareholders, the Board of Directors and the President in accordance with the Swedish Companies Act, the Articles of Association, the regulations of the OMX Nordic Exchange Stockholm, and the rules and recommendations issued by the relevant organizations.
At the Annual General Meeting (AGM) shareholders exercise their voting rights to make decisions concerning the make up of the Board and other central issus in accordance with Swedish corporate legislation and Sectra´s Articles of Association.
The Group's Board of Directors decide on issues concerning major investments and matters concerning the Group's strategic orientation and its organisation.
The Chairman of the Board leads the activities of the Board and is responsible for ensuring that the other Board members regularly receive the information necessary to ensure that the quality of the Board's activities is maintained, and that they are conducted in compliance with the Swedish Companies Act.
The President and Chief Executive Officer, appointed by the Group's Board, upholds the operative control of the Sectra Group. The President provides the Board members monthly with the information needed to monitor the status of the Company and the Group and keeps the Chairman of the Board informed about the operations on an ongoing basis.
The Senior Executives deals with Group-ralated issues in addition to operative matters related to the business areas.
The Council for Swedish Corporate Governance has presented a revised Code adapted to all listed companies on the Stockholm exchange that becomes applicable as of July 1, 2008. In practice, Sectra already today applies the significant parts of the new Code. In those cases in which Sectra’s work methods or information disclosure during fiscal year 2007/2008 deviated from the rules of the revised Code, an explanation is provided in conjunction with the respective section below.
The 2008 Annual General Meeting decided to appoint a Nomination Committee comprising four members, of whom one will be the Chairman of the Board and three will represent major shareholders in the company.
The members of the Nomination Committee will be appointed effective October 31, 2008, after consultation with major shareholders in the company.
The Nomination Committee will prepare and present proposals to the Annual General Meeting for the election of the chairman of the Meeting, Chairman of the Board and other Board members, as well as proposals for the fees to be paid to the Board members and resolution regarding principles for composition of the Nomination Committee. Where applicable, the Nomination Committee will also propose candidates for the election of auditors and fees to be paid to the auditors.
Sectra's Board of Directors consists of five members elected by the AGM, plus two employee representatives with two deputies.
Further information about the Sectra Board members
The Sectra AB Board of Directors annually establishes an agenda governing the activities of the Board and special instructions for the President. The Board’s work in 2007/2008 followed an annual presentation plan, with themes and set decision points.
Regular meetings |
Theme |
June |
Statutory Board meeting |
September |
Three month interim report |
October |
Contracts and insurances |
December |
Six-month interim report |
February |
First-cut budget |
March |
Nine-month interim report |
April |
Plans, Long-toerm goals and strategies |
May |
Year-end report |
The Board of Directors made decisions regarding the Group’s budget, year-end accounts and framework for its financial reporting. In addition, the Board also established the information policy. Major investments, acquisitions and structural issues were discussed and evaluated by the Board on a regular basis. The Board also initiated work with documenting guidelines for financial reporting and ethical guidelines. In conjunction with one of the year’s Board meetings, the members visited the company’s new plant for final assembly and quality control of mammography equipment.
Since the 2007 AGM, the Board of Directors has held ten (9) minuted meetings of which three per capsulum. Four of the meetings were coordinated with financial reporting. The Company’s President and CFO regularly participate in Board meetings. Other executives take part in the Board meetings as needed.
AGM elected members |
Present |
| Erika Johnson | 9/10 |
| Torbjörn Kronander | 10/10 |
| Anders Persson | 9/10 |
| Gündor Rentsch | 10/10 |
| Carl-Erik Ridderstråle | 10/10 |
Employee representatives |
|
| Mats Björnemo | 10/10 |
| Karin Partain | 7/10 |
Deputy employee representatives |
|
| Olof Andersson | 0/10 |
| Ann-Sofi Mikaelsson | 3/10 |
The President leads the activities of the Group's senior executives.
The Board of Directors has overall responsibility for ensuring that the Group has satisfactory internal control and risk management systems. There are no special remuneration or audit committees within Sectra’s Board of Directors which, in its entirety, has oversight over all issues involving remuneration and employment terms for company management as well as internal control and risk management. Members who are part of company management do not participate in decisions on these issues. However, the Board has decided that both Remuneration and an Audit Committee shall be formed.
Sectra's processes for internal control shall safeguard the shareholders’ investments and the Group’s assets, ensure that due and proper accounting documents are prepared, and to ensure that the financial information used within operations and for publication is reliable.
The processes are designed to ensure the efficiency of the operations and compliance with laws and regulations. Sectra uses various methods to continuously monitor and control the risks associated with its operations. Identification and assessment of the most serious risks associated with the Group’s operations are conducted on an ongoing basis. Refer to the Board of Directors’ report for information about the Group’s risks. In accordance with the Code, the Board will provide a description of the most important elements in the company’s systems for internal control and risk management with regard to financial reporting. To facilitate providing this description, the Board has decided that professes for evaluation of internal control to be documented during the fiscal year 2008/2009.
External auditors are appointed by the AGM for a term of four years.
The Company’s auditor participates in the meeting at which the year-end accounts are presented, and provided the Board with views and observations from the audit he conducts. In conjunction with the Board meeting, the auditor meet with the Board without representatives of company management being present.
This Corporate Governance Report was not reviewed by the auditors.
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