OEM International AB (the company) applies the Swedish Code of Corpo-rate Governance (the Code) in accordance with the NASDAQ Stockholm's rules for issuers. The Code is aimed at creating good prerequisites for an active and conscientious owner role and constitutes an element in the self-regulation of Swedish enterprise. It is based on the "comply or explain" rule, which means that non-compliance with a term of the Code is not a breach provided there is an acceptable reason that can be explained. OEM International has noted a non-conformance with the rules of the Code concerning the Nomination Committee. The non-conformance is explained in detail under the heading Nomination Committee.
Division of responsibilities
The purpose of corporate governance is to create a clear division of roles and responsibilities between the owners, the Board of Directors and the executive management. Corporate governance in OEM is based on the Swedish Companies Act and other legislation and regulations, the rules applicable to companies listed on the stock exchange, the Articles of Association of the company, the internal governing instruments of the Board of Directors, the Swedish Code of Corporate Governance and other internal guidelines and regulations.
OEM International AB is a public company and was listed on the Stock-holm Stock Exchange in December 1983. OEM International AB had 3,693 shareholders at the end of 2018. The ten largest shareholders controlled 75% of the share capital and 91% of the voting rights at year-end. The following shareholders had, directly or indirectly, shareholdings representing at least one-tenth of the number of voting rights for all shares in the company: Orvaus AB 28.8%, Hans and Siv Franzén 21.3%, Agne and Inger Svenberg 19.2% and AB Traction 10.0%.
Articles of Association
The Articles of Association stipulate that OEM International AB is a public company whose business is to "engage in sales of automatic components and carry on any and all activities compatible therewith".
The share capital amounts to SEK 38,615,015 and the number of shares to 23,169,309 divided into 4,767,096 Class A shares with 10 voting rights each and 18,402,213 Class B shares with one voting right each. The company's Board of Directors is to comprise not less than four and not more than seven members. The company is to have at least one auditor appointed by the Annual General Meeting and a deputy auditor if the elected auditor is not an auditing firm. Notice of annual general meetings and extraordinary general meetings convened for the purpose of amending Articles of Association must be issued between six and four weeks before the meeting. Notice of extraordinary general meetings convened for other purposes
shall be issued no later than three weeks prior to the meeting. Notice of an annual general meeting shall be published in the "Post- och Inrikes Tidningar" newspaper and on the company's website. It must be an-nounced in Svenska Dagbladet that notice has been issued.
No limitation to the number of voting rights for represented shares applies to voting at the general meeting.
There is a pre-emptive clause regarding the A Class shares and a priority clause in connection with a cash or set-off issue. The current Articles of Association were adopted at the 2018 Annual General Meeting and can be viewed on the company's website, www.oem.se (see under The Company/Corporate Governance/Articles of Association).
Annual General Meeting
The Annual General Meeting is the highest decision-making body in OEM International AB where the shareholders exercise their voting rights. The Annual General Meeting passes resolutions concerning the adoption of the Statement of Income for the Group, the Statement of Comprehensive Income for the Group, the Statement of Financial Position for the Group and the Income Statement and Balance Sheet for the Parent Company, distribution of dividends, election of the Board of Directors and, where applicable, election of auditors, remuneration of Board members and other senior executives, remuneration of auditors and other business in accord-ance with the Swedish Companies Act and the Articles of Association. The Annual General Meeting is to be held in the municipality of Tranås within six months of the end of the financial year. All shareholders entered in the share register prior to the meeting who have registered their participation are entitled to participate and vote for their total shareholding.
In order to be able to exercise their voting rights at the Annual General Meeting, shareholders who have registered their shares in the name of an authorised agent must temporarily re-register their shares in their own name in accordance with what follows from the notice to the Annual General Meeting. Shareholders can be represented by proxy. Minutes of the Annual General Meeting are available for viewing on the company's website, www.oem.se (see under The Company/Corporate Governance/Annual General Meeting).
Shareholders who represented 68.1% of the share capital and 88.8% of the voting rights took part in the 2018 Annual General Meeting held on 18 April 2018. Petter Stillström was appointed to chair the Annual General Meeting. The Annual Report and the Auditors' Report were presented
at the Meeting. In connection therewith, the Chairman of the Board submitted information about the work of the Board of Directors, and Ulf Barkman, chairman of the Audit Committee, reported on the work of the Audit Committee and its cooperation with the auditors. The auditor pre-sented the Auditors' Report and gave an oral account of the work during the year. The company's Managing Director and Chief Executive Officer, Jörgen Zahlin, presented comments on the Group's operations, the 2017 financial year and developments in the first quarter of 2018.
The 2018 Annual General Meeting decided:
The 2019 Annual General Meeting will be held on 24 April 2019 in Tranås.
At the Annual General Meeting held on 18 April 2018, it was decided that the Nomination Committee shall comprise one representative from each one of no less than three and no more than four of the company's largest shareholders and the Chairman of the Board, unless he/she is a member as a shareholder representative. If a shareholder does not exercise his/her right to appoint a member, the next largest shareholder in terms of voting rights is entitled to appoint a member in the Nomination Committee. The names of the members and the names of the shareholders they represent shall be published at least six months before the 2019 Annual General Meeting and shall be based on the known number of votes immediately before publication. The term of office of the Nomination Committee shall run until a new Nomination Committee is appointed. The Chairman of the Board of Directors will chair the Nomination Committee.
Should there be any significant changes in the company's ownership structure after the appointment of the Nomination Committee, the com-position of the Nomination Committee shall also be changed in line with the principles above. Shareholders who appointed a representative to be a member of the Nomination Committee shall be entitled to dismiss such a member and appoint a new one and also appoint a new representative if the member appointed by the shareholder chooses to withdraw from the Nomination Committee. Changes to the composition of the Nomination Committee must be published as soon as they are made. The composition of the Nomination Committee was published on 22 October 2018. The change to the composition of the Nomination Committee was published on 12 February 2019. The composition of the Nomination Committee is available for viewing on OEM's website, www.oem.se, under The Company/Corporate Governance/Nomination Committee.
The Nomination Committee shall prepare proposals for the following items of business to be presented for resolution at the 2019 Annual General Meeting:
The Nomination Committee shall discharge its duties as required by the Swedish Code of Corporate Governance and may, if necessary, take independent professional advice at the company's expense in the furtherance of its work.
The Nomination Committee for the 2019 Annual General Meeting is composed of:
Ongoing dialogue is conducted within the Nomination Committee which held a minuted meeting where it acquainted itself with the assessment of the work of the Board of Directors during the past year and it discussed the composition of the Board of Directors.
The Nomination Committee's proposals to the Annual General Meeting will be presented in the notice of the Annual General Meeting and on the company's website.
The composition of the Nomination Committee above deviates from the regulations of the Code in that a member of the Board may not serve as the Nomination Committee's Chairperson. It is considered reasonable for a company of this size to have a Nomination Committee in which a member of the Board who is also Chairman of the Board may serve as the Nomi-nation Committee's Chairperson, and that members can be dependent on major shareholders of the Company.
BOARD OF DIRECTORS
Composition of the Board of Directors
The Articles of Association require that the Board of Directors shall comprise not less than four and not more than seven members elected by the Annual General Meeting for the period until the end of the next Annual General Meeting. Since the 2018 Annual General Meeting, the Board has consisted of the following members, all of them elected by the Annual General Meeting: Petter Stillström (Chairman), Ulf Barkman, Hans Franzén, Ingrid Nordlund, Jörgen Rosengren, Anna Stålenbring and Åsa Söderström Winberg. Hans Franzén passed away on 17 January 2019 and has not been replaced. The members of the Board are presented on page 84 and on the company's website (see under The Company/The Board. All Board members are independent from the company and the com-pany's management. Board members Ulf Barkman, Jörgen Rosengren, Anna Stålenbring and Åsa Söderström Winberg are independent from the company and the company's management, and also from the company's major shareholders. The current duties of the members of the Board are presented on page 84.
The Nomination Committee takes age, gender, education, professional background and other aspects of diversity into consideration when nomi-nating candidates to fill Board vacancies. The composition of the company should be appropriate for the company's business operations, stage of development and conditions in general, characterised by diversity and a breadth of skills, experience and backgrounds among its members. The above provides the Nomination Committee with a good basis on which to appraise whether the composition of the Board is satisfactory and whether the requirement for skills, breadth and experience has been met.
Chairman of the Board
It is the duty of the Chairman of the Board, Petter Stillström, who was re-elected at the 2018 Annual General Meeting, to ensure that the work of the Board is conducted efficiently and that the Board discharges its duties as required by the Swedish Companies Act, other legislation and regulations, rules applicable to companies listed on the stock exchange (including the Code) and the Board's internal governing instruments. It is the Chairman's task to ensure that the Board continuously updates and deepens its knowledge about the company and receives satisfactory data and decision-making information for its work, to establish the agenda for the meetings of the Board in consultation with the Managing Director, to verify that the decisions of the Board are implemented and ensure that the work of the Board is assessed annually. The Chairman of the Board represents the company in ownership issues.
Duties of the Board
Each year, the Board establishes written rules of procedure that regulate the Board's work and its mutual division of responsibilities, including its committees, the decision-making procedure in the Board, the Board's meeting procedure and the Chairman's duties. The Board has also issued an instruction for the Managing Director, which regulates his duties and reporting obligation to the Board of Directors. As necessary, the Board also reviews and approves policies concerning the Group, such as the treasury policy. The Board monitors the work of the Managing Director by regularly reviewing operations during the year. It is responsible for purposefully structuring the organisation, and the procedures and guide-lines for the management of the company's business. It is also responsible for ensuring that there is a satisfactory system of internal control. The Board is also responsible for the development and follow-up of the company's strategies, decisions concerning acquisition and sale of operations, major investments, appointments and remuneration of the Managing Director and other senior executives as stated in the guidelines adopted by the Annual General Meeting. The Board of Directors and
the Managing Director present the Annual Report to the Annual General Meeting.
Work of the Board
In accordance with the adopted rules of procedure, the Board of Directors holds at least six ordinary meetings per year plus an inaugural meeting after the Annual General Meeting and whenever necessitated by the situation.
During 2018, the Board had a total of eight meetings, including the inaugural meeting.
The Board Members have participated in all Board meetings with the exception of Hans Franzén, who was absent on two occasions. Members who are unable to attend present their opinions on the items of business to the Chairman of the Board prior to the meeting. All resolutions have been passed unanimously by the Board of Directors.
The secretary of the Board is the company's CFO. Other company employees take part in the meetings of the Board in connection with the presentation of specific issues or when otherwise deemed appropriate.
The work of the Board during the year has covered a range of matters, including issues concerning the strategic development of the Group, operating activities, the trend in earnings and profits, business combina-tions, disposal of companies and properties, organisation, the Group's financial position and funding of the Group's capital structure.
The work of the Board is subject to an annual assessment supervised by the Chairman of the Board. This is done by each Board member rating a number of relevant issues with the opportunity to provide comments. The results are compiled and presented to the Nomination Committee.
Remuneration of the Board
The remuneration of the members of the Board elected by the Annual General Meeting is decided by the Meeting in accordance with the pro-posal of the Nomination Committee. The 2018 Annual General Meeting approved the proposal that fees of SEK 450,000 be paid to the Chairman of the Board and SEK 225,000 to each of the Board members elected at the Meeting, for the period until the 2019 Annual General Meeting. The total remuneration of Board members, in accordance with the approval of the Annual General Meeting, is thus SEK 1,800,000. The chairperson of the Audit Committee will receive remuneration of SEK 50,000. No additional remuneration has been paid to any Board member.
The Board has appointed a Remuneration Committee, which consists of the Chairman, Petter Stillström, and Board members Hans Franzén and Ingrid Nordlund. Since the passing of Hans Franzén, the Remuneration Committee comprises Petter Stillström and Ingrid Nordlund. The Remu-neration Committee prepares "the Board's proposals for policies for senior executives' remuneration" and the application of these. The proposal is discussed by the Board and thereafter presented to the Annual General Meeting for approval. Based on the resolution of the Annual General Meeting, the Board decides on the remuneration of the Managing Director. Based on the proposal of the Managing Director, the Remuneration Committee passes a resolution on the remuneration of other members of Group management. The Board is informed of the decisions of the Remuneration Committee. Salaries and other terms of appointment for Group management shall be set at competitive levels. In addition to base salary, Group management may also receive variable remuneration, which is capped at 58% of base salary, the equivalent of 7 monthly salaries. Compared with 2017, the level for variable pay in relation to fixed pay is unchanged. Senior executives in the OEM Group shall have market- competitive, premium-based pension schemes, capped at 30% of fixed pay. The pension scheme level is the same as for 2017. All share-related incentive schemes are subject to approval at the Annual General Meeting. At present, there are no such incentive schemes. The maximum term of notice is 24 months and shall also include the obligation to work during the term of notice.
The Remuneration Committee met twice in the year to review and approve the above policy proposals.
Guidelines for the remuneration of senior executives will be proposed for approval and adoption at the 2019 Annual General Meeting and are presented on page 31 of this report.
During the year, the Board has had a special Audit Committee consisting of Chairman Ulf Barkman and Petter Stillström.
The Audit Committee shall, without it otherwise affecting the Board's responsibilities and duties, oversee the company's financial reporting and the efficiency of the company's internal control activities and risk manage-ment relating to the financial reporting, keep itself informed about the audit of the Annual Report and consolidated financial statements, examine and monitor the objectivity and independence of the auditor and specifically pre-approve any services that the auditor provides the company with other than audit-related services. The Audit Committee evaluates the audit work that has been carried out and informs the company's Nomination Commit-tee of the results of the evaluation and assists the Nomination Committee in preparing proposals for auditors and remuneration of the auditors' work.
The Audit Committee has convened on four occasions and has met with an external auditor on three of them. The Board and the Audit Committee have held a review meeting with and received a report from the company's external auditor in connection with the Board meeting in February 2019 at which the Board approved the annual financial statements. The auditors' reports have not led to any specific measures by the Board or the Audit Committee.
Managing Director and Group Executive Team
The Managing Director, Jörgen Zahlin, manages the operations in accord-ance with the Swedish Companies Act, other acts and regulations, the rules applicable to companies listed on the stock exchange, the Articles of Association of the Company, the internal governing instruments of
the Board of Directors and the goals and strategies set by the Board.
In consultation with the Chairman of the Board, the Managing Director prepares the necessary information and basis for decisions prior to the Board meetings, presents the items of business and justifies proposals for resolutions. The Managing Director leads the work of Group management and makes decisions in consultation with the members of the manage-ment team. In 2018, OEM's Group management members were Jörgen Zahlin, Jan Cnattingius, Jens Kjellsson, Urban Malm, Patrick Nyström and Björn Pettersson, and also Fredrik Simonsson until 8 June 2018.
Group management holds regular business reviews under the leadership of the Managing Director. The Managing Director and members of Group management are presented on pages 86 of this document and on the company's website (see under The Company/Group Executive Team).
As required by the Articles of Association, the company must have at least one auditor appointed by the Annual General Meeting and, if the auditor is not an auditing firm, it must also have a deputy auditor. The company's auditors work according to an audit plan and report their observations to company management teams, the Group management team, the Audit Committee and the Board of Directors both during the course of the audit and in connection with the adoption of the annual financial statements. Internal procedures and control systems are reviewed continuously throughout the year. A final review of the annual financial statements and the Annual Report is carried out in January and February. A review is conducted in the interim report for the third quarter. An account of the remuneration of the auditors, including the fees for consulting services, is presented in Note 6. The auditors are required to continually assess their independence before deciding whether to undertake an engagement to provide consulting services.
An account of the audit is reported to the shareholders in the form of an auditors' report and other opinions, which constitute a recommendation to the shareholders on various items of business for resolution at the annual general meeting. The Auditors' Report contains proposals for adoption of the Income Statement and Balance Sheet for the Parent Company and the Statement of Comprehensive Income and the Statement of Financial Position for the Group, the appropriation of the company's profit and the discharge of the members of the Board and the Managing Director from liability.
The audit work includes such activities as an examination of compliance with the Articles of Association, the Swedish Companies Act and Annual Accounts Act, the International Financial Reporting Standards (IFRS), issues related to measurement of items recognised in the Statement of Financial Position/Balance Sheet for the Group/the Parent Company, follow-up of essential accounting processes and governance and financial control.
The company's auditors meet with the Audit Committee three times a year and once a year with the Board. The company's auditors also attend the Annual General Meeting to explain and give opinions on the audit work.
At the 2018 Annual General Meeting, KPMG AB was appointed as auditors of the company until the conclusion of the 2019 Annual General Meeting. Chartered Accountant Olle Nilsson has been the principal auditor since the 2016 Annual General Meeting. KPMG performs the audit of OEM International AB and of most of the subsidiaries.
Olle Nilsson's other major clients include Väderstad Holding AB and Taberg Media Group AB.
Internal control and risk management regarding financial reporting for the financial year 2018
As required by the Swedish Annual Accounts Act, the Board of Directors must annually submit a presentation of the most important elements of the company's system for internal control and risk management with regard to its financial reporting. As required by the Swedish Companies Act, the Board of Directors is responsible for internal control. This responsibility includes an annual assessment of the financial reporting submitted to the Board and placement of requirements to its contents and presentation in order to ensure the quality of the reporting. This requirement means that the financial reporting must be fit for its purpose and appropriate and apply the applicable accounting rules, acts and regulations and any other requirements placed on listed companies.
The Board of Directors is responsible for ensuring that there is an adequate system for internal control, which covers all essential risks of errors in financial reporting. OEM's system for internal control comprises the control environment, risk assessment, control activities, information, communication and follow-up.
OEM builds and organises its operations on decentralised profit and budget responsibilities. The basis for internal control in a decentralised organisation is a firmly-established process, aimed at defining goals and strategies for each organisation. Defined decision-making channels, pow-ers and responsibilities are communicated through internal instructions and through guidelines and policies adopted by the Board of Directors. These documents set out the division of responsibilities and duties between the Board of Directors and the Managing Director and within the operational activities. They also include a financial policy, a manual for economic and financial reporting and instructions for each closing of the books. A Group-wide reporting system is used for the Group's year-end procedures.
OEM has established procedures for handling risks that are deemed by the Board and the company's management to be essential for the internal control regarding financial reporting. The Group's exposure to a number of different market and customer segments and the division of its operations into some 30 companies ensures a significant spread of risk. The risk assessment is carried out based on the Group's Statement of Financial Position and Statement of Comprehensive Income in order to identify the risk for significant errors. The greatest risks for the OEM Group as a whole are related to revenue recognition, and intangible fixed assets, inventories and trade receivables.
OEM has established a number of control activities based on risk assess- ments that have been carried out. The activities are both preventive and ascertaining and include transaction-related checks, such as rules regard-ing authorisations and investments, and clear payment procedures, as well as analytical checks performed by the Group's controller organisation and central financial function. There are also various control activities related to the management of the purchase, logistics and sales processes. Controllers and financial managers on all levels in the Group have a key role with regard to integrity, competence and ability to create the environ-ment that is required to achieve transparent and fair financial reporting. An important overall control activity is the monthly performance follow-up, which is carried out via the internal reporting system and which the Board of Directors analyses and comments on as part of its internal work. This involves comparing performance against set targets and previous results and reviewing a number of key ratios. Each company in the Group has an active Board where the majority of the companies have someone from the Group's management team as chairperson. Group management makes regular visits to the subsidiaries that are subject to financial follow-up.
Information, communication and follow-up
Internal information and external communications are regulated at an overall level by an information policy and other guidelines.
Relevant steering documents and instructions are available on the Group's intranet.
The Board of Directors receives comments from the Managing Director concerning the state of the business and the development of the opera-tions on a monthly basis. The Board of Directors also deals with all quarterly financial statements and the Annual Report prior to their publication. The financial situation is discussed at each Board meeting. The members of the Board then have an opportunity to pose questions to the company's management.
The company's auditors attend Audit Committee meetings three times a year and Board meetings once a year and present their observations of the company's internal procedures and control systems. The members of the Board then have an opportunity to pose questions. Every year, the Board takes a position on significant risk areas and assesses the internal control.
Furthermore, OEM's management continuously assesses the internal control regarding financial reporting, above all, through own analysis, by asking questions and taking part in the work of the control function.
The company and the Group have a relatively simple legal and operating structure and efficient management and internal control systems. One of the ways in which the Board regularly follows up the various Group companies' assessments of the internal control process is through contacts with the company's auditors. The Board has therefore decided not to have a separate internal audit.