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  Corporate GovernanceCorporate Governance consists of different decision-making systems by means of which the shareholders directly and indirectly govern the company. Good provision of information to the shareholders and the capital market contribute to the efficient functioning of the decision-making systems and proper insight into the running of the business. Corporate governance has been developed through legislation, recommendations, the Swedish Code of Corporate Governance and by self-regulation. LEGISLATION AND ARTICLES OF ASSOCIATIONTricorona AB is primarily subject to the Swedish Companies Act and the rules that follow from the fact that the share is listed on NASDAQ OMX Nordic Stockholm on the Nordic Small Cap list, as well as generally accepted practices on the stock market. The Code is a part of the stock exchange’s regulations. Furthermore, Tricorona must in its business operations comply with the provisions of the company’s Articles of Association. The company’s Board of Directors is domiciled in Stockholm. ANNUAL GENERAL MEETINGThe Annual General Meeting (AGM) is the company’s supreme decision-making body. The 2010 AGM was held on 27 April 2010. Decisions are made at the AGM on items stipulated in the Articles of Association such as: Adoption of the Balance Sheet and Income Statement, discharge of liability for the members of the Board, appropriations of the company’s profit or loss, adoption of fees for the Board of Directors and auditors, and election of the Board of Directors. Anna-Carin Eliasson Celsing were elected new Board member at the AGM and Magnus Sundström was elected Chairman. NOMINATING COMMITTEEThe 2009 AGM decided that a Nominating Committee should be appointed prior to the 2010 AGM. The Nominating Committee should consist of at least four members, two of whom are independent of the company while one is the company’s Chairman. The Nominating Committee appoints a chairman from among its members. The duties of the Nominating Committee include presenting recommendations for the number of Board members, election of Board members including the Chairman of the Board and remuneration to the Board members. The composition of the Nominating Committee was announced in conjunction with the publication of the interim report for January–September 2009. The members are: Annika Andersson, Fourth AP Fund, Magnus Östberg, Stena Metall Finans, Karl Perlhagen, Volati Ltd (chairman), and Pär Ceder, Chairman of the Board of Tricorona. SHARE CAPITALThe share capital amounts to SEK 14,674,210, divided among 146,741,098 shares with a quotient value of SEK 0.10 each. Each share entitles the holder to one vote and an equal stake in Tricorona’s equity. BOARD OF DIRECTORSThe Board of Directors consists of seven members elected at the 2010 AGM. The President and CEO of the company is not a member of the Board, but participates along with the CFO at Board meetings. The Board of Directors held 15 meetings of record during 2008. The work of the Board of Directors conforms to annually adopted rules of procedure concerning the Board and the President. At all the ordinary meetings, the Board has discussed the company’s financial position and performance. In addition, the Board has dealt with strategic issues and financial objectives such as acquisitions, divestments and adoption of business plans. The company’s auditor participates in the Board meeting that issues the year-end report, in which he presents his observations from the examination of internal control and the annual accounts. Furthermore, in accordance with the rules of procedure, he also meets with the Board once a year without the presence of the corporate management. Compensation to the Board of Directors was decided on at the 2010 AGM. It amounts to SEK 400,000 for the Chairman and SEK 130,000 to each of the other members. The company has no compensation committee or audit committee, these tasks instead being performed by the Board as a whole. CORPORATE MANAGEMENTThe President and CEO leads the activities within the framework established by the Board of Directors. He compiles the necessary factual material as a basis for the Board’s decisions at each meeting, presents the items of business and gives the reasons for his recommendations as to a decision. Other senior executives in the Group are shown on page 41 of the annual report. The CEO is directly responsible for the business areas Emissions Trading and Other Operations. The business areas Brokerage and Carbon Offsetting have their own managers, who are incidentally also the presidents of the companies in which the businesses are |
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Tricorona AB, Kungsgatan 32, Box 70426, SE-107 25 Stockholm, Sweden, Phone +46 (0)8-506 885 00, Fax +46 (0)8-34 60 80,  |
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