Studsvik AB is a Swedish public company with its registered office in Nyköping and is listed on Nasdaq Stockholm. 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 number of shareholders on December 31, 2015 was 3,307. 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 annual report on pages 54–61. 

At the Annual General Meeting in April 2015, 30 shareholders participated, representing a total of 35.8 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.

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), Sven Ericsson (representative of the Karinen family), Malte Edenius and Anders Ullberg (Chairman of the Board) as members of the Nomination Committee. 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 29, 2015 in a press release and on Studsvik’s website. 

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 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 and Anna Karinen, are independent of major shareholders.

 

 

Chairman

Work of the Board of Directors

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 business area 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 2015 a two day meeting was held which dealt with the Group’s strategy, development of the market and review of the consultancy and waste treatment operations as well as the Group’s financing. 

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 2015 the Board devoted particular attention to the Group’s financing, strategic alternatives for the Waste Treatment business area, customer value based sales and cost savings in administration. 

At one meeting during the year 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 of Directors as a basis for planning the Board’s work for the coming year.

Policies, guidelines and instructions

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 to the Group’s employees on Studsvik’s intranet.

Audit Committee

Remuneration Committee

A description of benefits to senior management is given in note 38 on page 46.

Board fees

Auditors

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 2015 please refer to notes 8 and 43.

President/CEO and Executive Group Management

The Executive Group Management meets every month 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 in more detail with matters of an operative, strategic or long-term nature. The President/CEO and Group functions are located in Stockholm. 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, risk management and human resources. The tasks also include questions of Group wide acquisitions and disposals, certain major projects, the Group’s financial reporting, communication with the stock market and other internal and external communication.

Operative management

The Group’s operative business was conducted in 2015 in subsidiaries of Studsvik AB, which are included in the three business areas. Operations in the business areas were followed up partly through business area reviews, partly through active board work in the subsidiaries. The business area reviews, which take place quarterly, not only analyze and discuss financial developments, but also market developments, risks and CR issues, among other things. The management groups for the business areas follow the business areas’ day to day activities on a monthly basis. Business plans and budgets are prepared by each business area in consultation with the Executive Group Management. The business is carried on in accordance with the rules, guidelines and policies established by the parent company, and local rules established by the respective local board. The heads of business areas have budget responsibility and are to ensure growth in their operations as well as being responsible for utilizing the synergies between the Group’s various units.

Internal control

  • 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 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 special internal audit function. Review of internal controls is carried out by the Group accounting and finance function, 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 at Group level 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 4-15. An account of the Group’s financial risks can be found in note 2 on pages 28–30.

The outcome of the examination is reported to the Audit Committee and the Board. The company’s financial situation is discussed at every board meeting and the management makes a monthly analysis of the financial reporting at a detailed level. At its meetings the Audit Committee follows up the financial reporting and receives a report from the auditors.


Statement by the auditor on the corporate governance report

The Board of Directors is responsible for the corporate governance report for 2015 on pages 54–57 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 7, 2016

PricewaterhouseCoopers AB

Lennart Danielsson

Authorized public accountant

Table of contents