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 (the Code). Studsvik has no departures from the Code to report.
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 to adopt the income statement and balance sheet, decide on dividend, elect a Board of Directors and auditors and decide on their remuneration.
The number of shareholders on December 31, 2012 was 4,248. The total number of shares was 8,218,611. All shares have an equal right to participate in the company’s assets and profits. Information on shareholders, voting rights and the Articles of Association is presented in the administration report on pages 16–17.
At the Annual General Meeting in April 2012, 43 shareholders participated, representing a total of 41 per cent of all votes in the company. The Annual General Meeting adopted the consolidated income statement and balance sheet, adopted the Board of Directors proposal concerning dividend, discharged the Board of Directors and President from liability and appointed PricewaterhouseCoopers AB as auditor. All 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 appointed the Nomination Committee. The minutes of the Annual General Meeting can be found on the company’s website.
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 is also to propose a new Nomination Committee.
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. The Annual General Meeting appointed Stina Barchan (Briban Invest AB), Malte Edenius, Bill Tunbrant (representative of the Karinen family) and Anders Ullberg (Chairman of the Board) as members of the Nomination Committee. The Nomination Committee appointed Bill Tunbrant as chairman. The Nomination Committee’s term of office is until a new Nomination Committee is appointed. The composition of the Nomination Committee was announced on April 26, 2012 in a press release and on Studsvik’s website.
The Nomination Committee held three meetings. Information on how shareholders can submit proposals to the Nomination Committee has been published on Studsvik’s website. The work of the Nomination Committee focuses on ensuring that the Board of Directors is composed of members that together have the knowledge and experience that meets the requirements of the owners concerning Studsvik’s highest governing body. In the process of preparing proposals for candidate members of the Board the Chairman of the Board therefore presents to the Nomination Committee the evaluation made of the work of the Board of Directors in the past year.
Composition of the Board of Directors
The 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 members of the Board of Directors are presented on pages 58–59 of the annual report and under Board of Directors and auditors on the website.
The members elected by the Annual General Meeting are to be regarded as independent in relation to the company and the company management. All, apart from Jan Barchan, Anna Karinen and Per Ludvigsson, are independent of major shareholders.
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 regular contact with the President 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 employees 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 2012 the Board of Directors held 7 meetings, including the inaugural meeting immediately following the Annual General Meeting. The attendance of the members 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. Operations in the various segments are monitored and discussed in accordance with a rolling plan, which means that the Board of Directors makes a detailed analysis of each segment at least once a year. Moreover the Board of Directors agrees each year on a number of issues that are to be examined at a board meeting during the year. In 2012 a two-day meeting held included the Group’s strategic position and financing on the agenda.
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.
The effects of the natural disaster in Japan in 2011 are still affecting the nuclear power markets, mainly in Japan and Germany. In 2012 the Board of Directors devoted particular attention to this, mainly focusing on German operations, which have had to adapt to the new conditions. The Board of Directors continued in 2012 to follow in detail the Group’s US and French operations and the measures taken to adapt them in order to improve profitability. A decision was made to sell the French operations, which was approved at an extraordinary general meeting held in February 2013.
President Anders Jackson announced in October that he was to leave his position. The Board of Directors then started a recruitment process and in November appointed Michael Mononen as new President, to take over during the first quarter of 2013.
At one meeting the company’s auditors reported on their findings from the audit of the annual accounts and the company’s administration. The Board of Directors was also given the opportunity of discussions with the auditors without the company management being present.
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. The evaluation is discussed by the Board as a basis for planning the work of the Board for the coming year.
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.
The Board of Directors has set up an Audit Committee. The Committee monitors the effectiveness of the company’s internal controls, management of the company’s risks and assures the quality of the company’s financial reporting. The Audit Committee consists of Per Ludvigsson (chairman), Lars Engström and Anders Ullberg. The presenter in the Committee is the Chief Financial Officer. Apart from the Group’s quarterly reports, during the year the Committee has taken note of and dealt with reports from the internal follow-up of internal controls. In addition, the Committee has been updated on the development of major current fixed price contracts, dealt with accounting matters, with particular focus on impairment calculations, as well as continually following the progress of the Group’s legal disputes.
The company’s auditors reported to the Committee on their findings from the six-monthly accounts, the hard-close and internal control, conducted at the time of the second and third quarter closings, and the audit of the annual accounts. 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.
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, following proposals by the President, approves salaries and other conditions of employment for the Executive Group Management. 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. The Committee held one meeting during the year. 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.
A description of benefits to senior management is given in note 38 on pages 46–47.
The total board fee paid by Studsvik AB for 2012 amounted to SEK 2,200,000 (2,200,000). In accordance with a resolution passed by the Annual General Meeting, the Chairman of the Board receives SEK 650,000 per year and ordinary members SEK 225,000 per year. No fee is paid to 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.
At the 2012 Annual General Meeting the registered public accounting firm PricewaterhouseCoopers AB was elected as auditor for the period up to and including the 2013 Annual General Meeting. The auditor in charge is authorized public accountant Lennart Danielsson. PricewaterhouseCoopers conducts the audit of all the Group’s companies. The audit is based on an audit plan and during the year the auditor regularly reports observations made to the Audit Committee and on at least one occasion to the Board of Directors. The auditor obtains views from the Audit Committee concerning Studsvik’s risks, which are thereafter given particular consideration in the audit plan. The auditor also participates in the Annual General Meeting to present the auditor’s report and describe the audit work and findings.
In addition to the audit assignment Studsvik has consulted PricewaterhouseCoopers in the area of taxation and on various accounting and financial issues. PricewaterhouseCoopers is obliged to test its independence prior to every decision to provide advice to Studsvik unrelated to the audit assignment. Advisory services in excess of SEK 50,000 are to be approved in advance by the chairman of the Audit Committee. Remuneration to the company’s auditors is paid in accordance with an approved invoice on agreed terms. For information concerning remuneration in 2012 please refer to notes 8 and 42.
President and Executive Group Management
The President is responsible for the 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 60–61 of the annual report under Executive Group Management.
The Executive Group Management meets weekly to follow up the operative and financial developments in the segments. On two to three occasions during the financial year the Executive Group Management meets to deal with matters of a more strategic or long-term nature.
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 Group wide acquisitions and disposals, certain major projects, the Group’s financial reporting, communication with the stock market, internal and external communication, IT and co-ordination and follow-up of safety, environment, work environment and quality.
The Group’s operative business is carried out in subsidiaries of Studsvik AB, which by and large correspond to the Group’s operating segments. Business in the subsidiaries is followed up partly through monthly business reviews, partly through active board work under the leadership of the Chief Executive Officer. The monthly business reviews not only analyze and discuss financial developments, but also market developments, risks and CR issues. 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 segments 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 aims to ensure:
- that company strategies and goals are followed up,
- that shareholders’ interests are protected,
- that external financial reporting reflects the actual situation with reasonable certainty,
- that 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 that guarantee internal control and the quality of financial reporting are in place. Studsvik has no separate audit function (internal audit). Review of internal controls is carried out by the Group Accounting and Finance function as an integrated part 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 is subsequently verified from the point of view of materiality through direct audit. The audit is conducted via interviews and spot checks and is summarized in a report to the Audit Committee, where it is dealt with. A detailed description of the Group’s risks and how they are managed is presented in the Administration Report on pages 13–15. An account of the Group’s financial risks can be found in note 2 on pages 30–32.
The outcome of the examination is reported to the Audit Committee and the Board.
Corporate responsibility activities
Studsvik conducts systematic corporate responsibility activities to ensure good working conditions inside and outside the Group. For Studsvik, corporate responsibility (CR) 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.
Studsvik reports statistics and key ratios in the area of corporate responsibility at www.studsvik.com.
Statement by the auditor on the corporate governance report
To the Annual General Meeting of the Shareholders of Studsvik AB (publ), corporate identity number 556501-0997
The Board of Directors is responsible for the corporate governance report for 2012 and for its preparation in accordance with the Annual Accounts Act.
We have read the corporate governance report and based on that reading and our knowledge of the company and the Group we believe that we have a sufficient basis for our opinions. This means that our statutory examination of the corporate governance report is different and substantially less in scope than an audit conducted in accordance with International Standards on Auditing and generally accepted auditing standards in Sweden.
A corporate governance report has been prepared and its statutory content is consistent with the other parts of the annual accounts and the consolidated accounts.
Stockholm, March 8, 2013
Authorized public accountant