Corporate Governance Report

Corporate Governance Report for 2011.

 

Introduction
 

Corporate governance in Willebrand Invest is based on the Articles of Association, the Swedish Companies Act, NGM MTF (Stock Exchange) rules for issuers, the Swedish Code of Corporate Governance (the Code) and other applicable laws and regulations. The code is part of self-regulation in the Swedish business community and is based on the principle of comply or explain. This means that companies applying the Code may deviate from rules but required declarations has to be made with the reasons for each deviation. This corporate governance report has been prepared by the Board of Willebrand Invest in accordance with the Code's rules.

 

The report does not form part of the formal financial statements and has not been reviewed by the auditors.

 

Responsibilities   

Responsibility for management and control of Willebrand Invest is distributed among the shareholders at the AGM, the Board of Directors, in accordance with the Swedish Companies Act, other laws and regulations, current rules for listed companies, the Articles of Association and the Board's internal control instruments.

 

Shareholders   

In May 2011 the Company had 1 shareholder. For additional ownership information see the Corporate Governance / Ownership structure.

 

The Annual General Meeting   

The Annual Meeting is the highest decision making body in Willebrand Invest. At the AGM held within six months after the end of the financial year income statements and balance sheets, decision for dividends, elected board of directors and set their fees, selection of appropriate, auditors and decide on remuneration of the auditors, will address other regulatory issues, and decisions on guidelines for remuneration to senior executives as well as other proposals from the board and shareholders.

 

All shareholders registered in the share register at a certain record date, which has notified the Company in time are entitled to attend the meeting and vote for the total holding of shares. Shareholders may be represented by proxy.

 

Nomination   

Given the composition of shareholders an election committee has not been deemed necessary. Proposal regarding election of Chairman of the Annual General Meeting, election of directors and, where applicable, auditors, and proposals for remuneration to the directors and auditors are submitted by the company's major shareholders and are presented in the meeting as well as on the company website. The company departs from the Code's rules regarding the nomination committee.


Board and its activities 
  

Board composition
The Board of Directors shall consist of at least three to ten members with up to ten deputies elected up until the next AGM. Willebrand Invest AB's board, appointed by the Annual General Meeting, currently consists of four members, including the CEO, and no alternate.

 

Chairman
Jack Johansson. The Chairman organizes and manages activities to ensure they are exercised effectively and in accordance with the Swedish Companies Act, other laws and regulations, current rules for listed companies (including the Code) and the Board's internal control instruments.  

 

The Chairman together with the CEO is responsible for other directors receive adequate information and decision support. The Chairman is responsible to the board regularly getting an update and deepen their knowledge of the Company and otherwise providing the training necessary for the board's efficient exercise. The Chairman is also responsible for the Board's performance being evaluated annually.

The Board's work
Board adopts written rules governing its work and its division of labor, decision-making structure within the Board, meeting procedure and duties of the Chairman. In addition, the Board has issued a financial policy, information policy and written instructions regarding the division of labor between the board and CEO.

The Board oversees the work of the CEO through ongoing monitoring of operations during the year, is responsible for organization, management and guidelines for the management of the company's affairs are appropriately structured and that there is an adequate internal control. Board is also responsible for developing and monitoring the company's strategies, plans and objectives, decisions on acquisitions and disposals of businesses, additional investment, and compensation for the CEO in accordance with the guidelines for executive compensation as decided by the AGM.

Under current rules, the Board shall meet at least four times and at one constituing meeting per year. If necessary, additional meetings is to be held on specific issues. The Board has paid particular attention to strategic and financial issues, economic issues, investment issues and accounting issues.


Attendance at this year's board meetings have been very good. Samtliga ledamöter har deltagit vid samtliga styrelsemöten. All members attended all board meetings.


Other executives of the company participate in board meetings to present issues or whenever deemed appropriate.

 

Remuneration of the Board
Fees to Board members elected by the decision of the general meeting on the proposal of the company's largest shareholder.