Semcon AB is a Swedish company active on a global market. The company’s shares are quoted on the Nasdaq Stockholm.
Semcon applies the Swedish code of Corporate Governance and has no deviations to report. The current code is available at bolagsstyrning.se. Semcon is governed in accordance with Swedish corporate law. Semcon’s Articles of Association regulates the alignment of the business, share capital and how and when the notice to attend the AGM takes place. Semcon also complies with other applicable Swedish and foreign laws and regulations.
The summary below summarizes how responsibility for management and control of Semcon AB is divided between shareholders at the Annual General Meeting, the Board and the CEO according to external regulations and internal policies.
Annual General Meeting
The Annual General Meeting (AGM) is Semcon’s highest decision-making body. The notice to attend the Annual General Meeting appears in the Articles of Association. The notice to attend must be published in the Swedish Official Gazette, Post- och Inrikes Tidningar and at semcon.com. That the notice to attend has been published must be advertised in Dagens Industri. At AGMs, shareholders get the opportunity to place their voting rights and, in accordance with Swedish corporate law and Semcon’s Articles of Association, to take decisions concerning the composition of the Board and other central issues. Shareholders or proxies can vote for the number of shares he/she owns or represents at the meeting. AGM decisions made at the AGM are usually made with a simple majority. A qualified majority is however sometimes required for some decisions.
According to a decision made by the AGM, based on ownership statistics from Euroclear Sweden AB on 31 August for each respective year, the Chairman of the Board must convene the three largest shareholders in the company, who together shall appoint members of the Nominations committee. If any of them decline then the right to nominate transfers to the next shareholder in terms of size, who doesn’t already have the right to nominate members to the Nominations committee. The member nominated by the largest shareholder will be the Nominations committee’s chairman.
The Nominations committee’s members will be announced no later than six months before the AGM. Information about the Nominations committee’s members and how proposals to the AGM can be submitted are available in press releases at: semcon.com and in the Q3 report.
The Board is ultimately responsible for the organization and management of Semcon’s business activities. The work of the Board is regulated by the Companies’ Act, the Articles of Association and the procedures adopted annually by the Board.
The Annual General Meeting elects Board members and their deputies in Semcon AB. The Board must consist of no fewer than three members and no more than eight members with no more than two deputies. Semcon AB’s Board consists of five members elected by the AGM without deputies and three members with their deputies elected by employees. Of the eight Board members, all are Swedish Citizens. The Board’s structure meets the requirements for being independent set by the Swedish Code for Corporate Governance and in association with the NASDAQ Stockholm.
Semcon has decided the entire Board will carry out the audit committee’s tasks. The entire Board aims at keeping in close contact with the company’s auditors so that it can satisfactorily follow significant issues concerning the company’s accounts, reporting routines, management of company assets and internal control.
Semcon has decided that the entire Board will carry out the Remuneration Committee’s tasks.
The auditors are elected by the General Annual Meeting after proposal from the Nomination Committee.
Group management consists of the CEO, CFO, General Counsel, Director Corporate Communications & Marketing and Presidents for the business areas. Group management holds regular meetings led by the CEO. The meetings follow an agenda and are minuted. In addition to these meetings, a number of meetings are held where all, or parts of, the Group management are present along with to the employees from the Group. Group management works towards close contact with every business area in order to support and provide help and the tools to make the business more effective, marketing, business development and internal exchange of knowledge.