Corporate Governance Report
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 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, 2022 was 6,405. The total number of shares was 8,218,611. All shares have an equal right to participate in the company’s assets and profits. Three shareholders each account for more than 10 per cent of the shares in the company. Information on shareholders, voting rights and the Articles of Association is presented in the annual report on pages 36–37.
The Annual General Meeting in 2022 was held on April 26, where 20 shareholders with a total of 4,040,657 shares and votes, corresponding to 49.3 per cent of the total number of shares
and votes in the company, were represented. 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 KPMG AB as auditor. Members of the Board Jan Barchan, Anna Karinen, Agneta Nestenborg, Erik Strömqvist and Anders Ullberg were re-elected, and Jan Bardell was newly elected. The Annual General Meeting also re-elected Anders Ullberg as Chair of the Board. 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 to the Annual General Meeting candidates for the Board of Directors, Chairman of the Board and auditors and their fees. 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 Jan Barchan (Briban Invest AB), Martin Serse (representative of the Karinen family), Peter Gyllenhammar (Peter Gyllenhammar AB) and Anders Ullberg (Chair of the Board) as members of the Nomination Committee. The Nomination Committee’s term of office is until a new Nomination Committee is appointed. 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 meet 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 six board members elected by the general meeting of shareholders, as well as two members and alternates appointed by the local trade union organizations Unionen and the Swedish Association of Graduate Engineers. The proportion of women among the ordinary eight members is 38 per cent.
The Board members are presented on pages 78-79 of the annual report and under Board of Directors and auditors. 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.
Anders Ullberg is the Chair 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
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 acts as secretary to the Board. In 2022 the Board of Directors held 7 meetings, including the inaugural meeting in connection with 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 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. During 2022 the Board decided on new financial targets and the Group strategy. The Board has carried out in-depth reviews with all business areas. Business opportunities based on collaboration within new but related areas have been discussed. The Board has also focused on the Group’s cash flow. 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. At two meetings 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 then 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 Board reviews and adopts Group policies and guidelines and the Group’s Code of Conduct. The Code of Conduct 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, treatment of personal data (GDPR) and information technology. All policies and guidelines are available to the Group’s employees on Studsvik’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 Agneta Nestenborg (chair), Jan Bardell, Erik Strömqvist and Anders Ullberg. The presenter on 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 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 testing, 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 third quarter closing 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 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. The Committee held two meetings 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 (chair), Jan Barchan and Anna Karinen. A description of benefits to senior management is given in Note 9 on page 54 in the Annual Report.
The total board fee paid by Studsvik AB for 2022 amounted to SEK 2,000 (1,850) thousand. In accordance with a resolution passed by the Annual General Meeting, the Chair of the Board receives SEK 650 thousand per year and ordinary members SEK 225 thousand per year. No fee is paid to members appointed by the employee organizations. The chair of the Audit Committee receives a fee of SEK 150 thousand per year and the members SEK 75 thousand per year. No fee is paid to the Remuneration Committee. Board fees paid are presented in Note 9 on page 54 in the Annual Report.
At the 2007 Annual General Meeting the registered public accounting firm KPMG AB was elected as auditor for the period up to and including the 2023 Annual General Meeting. The auditor in charge is Authorized Public Accountant Helena Arvidsson Älgne. KPMG conducts the audit of all the Group’s material companies. The audit is based on an audit plan and during the year the auditor regularly reports findings to the Audit Committee and on at least one occasion to the Board of Directors as a whole. 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 KPMG in the area of taxation and on various accounting and financial issues. KPMG AB is obliged to test its independence priorto every de cision 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 chair 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 2022 please refer to Note 8 in the Annual Report.
President/CEO and Executive Group Management
The President is responsible for the day-to-day management of the company. The CEO leads the operative business and prepares information and data for decision-making for the Board of Directors and is the presenter at Board meetings. In 2022 the Executive Group Management consisted of the President/CEO, the Chief Financial Officer and the Presidents of the business areas; Decommissioning and Radiation Protection Services, Fuel and Materials Technology, Scandpower and Waste Management Technology. The Executive Group Management is presented on page 80 of the annual report and under Executive Group Management. The Executive Group Management meets every month to follow up the 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 Studsvik. 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 and other internal and external communication.
The Group’s operative business was conducted in subsidiaries, which are included in the four business areas. Operations in the business areas were followed up in business area reviews. The quarterly business area reviews not only analyze and discuss financial developments, but also market developments, risks and sustainability 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 established rules, guidelines and policies, and local rules established by the respective local board. The business area presidents have budget responsibility and are to ensure growth in their operations as well as being responsible for utilizing the synergies between the business areas.
Internal control 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 assurance,
- 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/CEO 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. The audit and internal control are carried out by an external consultant on behalf of the Audit Committee, which the Board has found to be expedient.
The audit 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 24–35. An account of the Group’s financial risks can be found in Note 2 on pages 47–49. The outcome of the audit 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.
The auditor’s examination of the corporate governance report
The Board of Directors is responsible for the corporate governance report on pages 74-77 and for its preparation in accordance with the Annual Accounts Act. Our examination was conducted in accordance with FAR’s auditing standard RevR 16 The auditor’s examination of the corporate
governance report. This means that our 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. We believe that the examination has provided us with sufficient basis for our opinions. A corporate governance report has been prepared. Disclosures in accordance with Chapter 6, Section 6, second paragraph, points 2-6 of the Annual Accounts Act and Chapter 7, Section 31, second paragraph of the same Act are consistent with the other parts of the annual accounts and consolidated accounts and are in accordance with the Annual Accounts Act.
Stockholm, 28 February 2023
Helena Arvidsson Älgne
Authorized public accountant