• Overview
• Work of the Board
• Audit Committee
• Remuneration Committee
• Nomination Committee
• Auditors
• Accounting Principles
• Trading Policy
• By-Laws
Enea’s corporate governance is based on Swedish legislation, the listing agreement with OMX Nordic Exchange in Stockholm, and the directives and recommendations issued by relevant organizations.
The Nasdaq OMX Nordic Exchange in Stockholm has implemented the Swedish Code of Corporate Governance in its regulatory framework and the Code now applies to all listed Swedish companies and other listed companies with a market capitalization that exceeds SEK 3 billion.
A revised Code comes into force on 1 July 2008. The Code applies to all Swedish companies listed on the OMX Nordic Exchange Stockholm. Enea AB complies with the code with minor exceptions.
Enea AB’s Board of Directors consists of six directors elected by the Annual General Meeting, as well as two directors and a deputy elected by the employee organizations. All directors elected by the AGM are independent in the code for purposes of corporate governance.
The President, who also is a Board member, participates at all Board meetings. Other employees participate at Board meetings on an as-needed basis. Each board meeting includes an executive session during which the Board of Directors meet without the presence of the President or executive management.
Each year the Group’s auditor reports on observations from the audit and an analysis of the company’s internal controls to the Board of Directors. The guidelines for the work of the Board are laid out in the rules of procedure, which also specify the division of duties among the Board, the Chairman, and the President. The rules of procedure also contain guidelines regarding the number of regular Board meetings and agenda items to be discussed at regular Board meetings.
Board activities during 2007 included follow up of and reporting on current business operations, as well as questions about acquisitions, strategy, organization, and financial matters.
The Board held 9 (8) minuted meetings in 2007, one of which was a twoday workshop that focused on the Group’s strategy. All directors attended all meetings with a few exceptions.
The committee’s main task is to assist the Board by supervising financial reporting and the audit of accounts. The audit committee consists of two Board Members, Jon Risfelt and Anders Skarin. The committee met four times during the year.
The committee’s main task is to make a recommendation to the Board regarding the Chief Executive Officer’s compensation package as well being a check-up for employees reporting to CEO, including variable remuneration targets, the relationship between fixed and variable remuneration, the basis for classification of variable remuneration and pension benefits. The remuneration committee consists of two Board Members, Staffan Ahlberg and Kjell Duveblad.
Criterions for the Nomination Committee consists of the company's four major stockholders and has as its task to suggest candidates for the election of the Board of Directors and company auditor for the Annual General Meeting. Further, the Nomination Committe shall make a suggestion for the Annual General Meeting. Furthermore, the Nomination Committee shall prepare a suggestion to the Annual General Meeting regarding remuneration of Directors and auditors. According to the Swedish practice, remuneration to Directors is always paid in cash as opposed to in financial instruments. Remuneration to auditors is paid as invoiced.
Accounting Firm Öhrlings PriceWaterhouseCoopers, with, until further notice, Authorized Public Accountant Michael Bengtsson as main responsible auditor is responsible for the audit of Enea.
General accounting principles (pdf) according to recommendation from the Swedish Financial Accounting Standards Council.
According to the company's Insider Trading Policy, the registred insiders may trade in Enea stock during two months from the announcement of each quarterly report. Insiders are encouraged to own shares in the company. Enea also has share-related incentive programs for a limited number of company managers. Decisions regarding these programs, as well as other share-related programs, are always taken by the Annual General Meeting and are accounted for according to IFRS in the balance sheet, income statement and notes to the financial statements. This means that conditions, dilution and the total number of shares and outstanding share-related instruments are disclosed in the company's financial reports.
By-Laws as adopted at the Annual General Meeting of May 18, 2006.
By-Laws (pdf)