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The Swedish Corporate Governance Code

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The Swedish Corporate Governance Code outlines the principles and rules for corporate governance in Sweden. This code emphasizes the importance of transparency, accountability, and independence in the management and oversight of companies.

I. The Shareholders’ Meeting

Annual General Meeting Requirements

• The annual general meeting must be held within six months of the end of the financial year.
• Decisions are taken by vote, with each share carrying one vote unless otherwise stated in the articles of association.
• Certain decisions, such as changes to the articles of association, require a qualified majority.

II. The Board of Directors

Responsibilities and Composition

• The board is responsible for the company’s organisation and management.
• The board must specify its ways of working in written rules of procedure.
• The board consists of at least three members, with one member appointed as chair.
• A majority of the board members are to be independent of the company and its management.

III. The Chief Executive Officer

Responsibilities

• The chief executive officer is responsible for day-to-day management.
• Matters outside of day-to-day management must be prepared and presented to the board of directors.
• The chief executive officer is subordinate to the board of directors.

IV. The Statutory Auditor

Appointment and Reporting

• The statutory auditor is appointed by the shareholders’ meeting to examine the company’s annual accounts and accounting practices.
• The auditor reports to the owners at the annual general meeting through the annual audit report.

V. Rules for Corporate Governance

Good Stock Exchange Practice

• It is considered good stock exchange practice for Swedish companies to apply the Code.
• Foreign companies whose shares or depositary receipts are admitted to trading on a regulated market in Sweden are required to apply the Code.