Page 50 - Loomis Annual Report 2017

46 Corporate Governance Report Loomis Annual Report 2017
Corporate governance
The primary goal of Loomis’ corporate governance is to create clear goals, strate- gies and values that e ectively protect shareholders and other stakeholders by minimizing risk and that also form a solid foundation from which to generate value and meet the requirement of a good return on invested capital. To achieve this, Loomis has developed a clear and e cient structure for the delegation of responsibility and control.
Compliance with the Swedish Corporate Governance Code
Loomis AB is a Swedish public limited liability company that has been listed on Nasdaq Stockholm since 2008. In addition to the legal or other statutory requirements, Loomis applies the Swedish Corpo- rate Governance Code (the Code). This Corporate Governance Re- port has been prepared in accordance with the stipulations in the Annual Accounts Act, chapter 6, §6 and chapter 10 of the Code. The Code, which is available at www.bolagsstyrning.se, follows the prin- ciple of “comply or explain”, according to which entities applying the Code may deviate from individual rules but must then report the de- viation, state the reason for it and describe the alternative solution they have chosen. In 2017 Loomis complied with all parts of the Code with the exception of sections 2.4, and 9.7.
According to section 2.4 of the Code, neither the Chairman of the Board nor any of the other board members are to be appointed as chairman of the Nomination Committee. The chairman of Loomis AB’s Nomination Committee, Jan Svensson, is a member of the Board, which is a deviation from the Code’s stipulation. The reason Jan Svensson was appointed chairman of the Nomination Commit- tee is that it can be considered a natural choice taking into account Loomis AB’s ownership structure. Jan Svensson is President and CEO of Investment AB Latour which, through Latour Förvaltning AB, is one of Loomis’ two principal owners in terms of voting power.
The second deviation relates to the Code section 9.7, which states that the vesting period for the share-related incentive pro- grams or the period from the commencement of an agreement to the date a share may be acquired is to be no less than three years. Loomis’ incentive scheme, which is described on page 51 in section “Other signi cant events during the year”, allows shares to be ac- quired at the market price for a portion of the bonus earned. These shares are allotted to employees the following year as long as they are still employed by the Group. The scheme replaces a purely cash- based system with immediate disbursement and is not approved as additional remuneration over and above existing incentive schemes. As such, the Board regards a two-year period from the start of the scheme to the allotment of the shares to be warranted and reasonable in meeting the objective of the incentive scheme.
Shareholders
Shareholders exercise their right to vote at the general meeting of shareholders, which is the Company’s highest decision-making body and the forum where the shareholders exercise their right to vote on company matters. All registered shareholders who have noti ed Loomis by the deadline of their intention to attend, have the right to attend the general meeting and cast votes correspond- ing to the number of shares they hold. Shareholders who are un- able to attend in person may be represented by proxy.
Loomis AB’s share capital as of December 31, 2017 consisted of 3,428,520 Class A shares and 71,851,309 Class B shares. Each Class A share entitles the holder to ten votes and each Class B share to one vote. Loomis AB’s largest shareholders and ownership structure as of December 31, 2017 are shown in the table below.
LARGEST SHAREHOLDERS AS OF DECEMBER 31, SHARE 2017
Number of Class A shares
Number of Class B shares
Votes %
Capital %
Latour Förvaltning AB
2,528,520
–
23.8
3.4
900,000 – – 4,681,299 – 3,293,934 – 2,315,082 – 1,692,367
– 35,152,616
3,428,520 71,851,3091) 1) Includes 53,797 treasury shares as of December 31, 2017.
8.5 1.2 4.4 6.2 3.1 4.4 2.2 3.1 1.6 2.2
33.1 46.7
100.0 100.0
Melker Schörling AB SEB Fonder
Didner & Gerge Fonder Norges Bank
Fidelity
Other foreign shareholders
BlackRock
–
7,548,188
7.1
10.0
Capital Group
–
3,698,042
3.5
4.9
Swedbank Robur Fonder
–
3,040,142
2.9
4.0
Vanguard
–
2,240,310
2.1
3.0
10 largest shareholders
3,428,520
28,509,364
59.2
42.4
Other Swedish shareholders
–
8,189,329
7.7
10.9
TOTAL
Source: Monitor