Corporate Governance

Semcon is a Swedish company active on a global market. The company’s shares are quoted on the NASDAQ OMX Stockholm. 

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. The entire Articles of Association are available on Semcon’s website at:semcon.com. Semcon also complies with other applicable Swedish and foreign laws and regulations.

Application

Semcon applies the Swedish code of Corporate Governance and has no deviations to report. The current code is available at: www.bolagsstyrning.se.

Annual General Meeting

The notice to attend the Annual General Meeting (AGM) appears in the Articles of Association. The notice to attend must be published in the Swedish Official Gazette and Dagens Industri newspaper. 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.

Share structure and voting rights

Semcon’s share class, ordinary shares, have a quotient value of SEK 1 and entitle the owner to one voting right. There were 18,112,534 (18,112,534) ordinary shares at year-end.

Shareholders

On 31 December 2011, the JCE Group owned 30.5 per cent (30.5) of Semcon’s shares, Skandia Liv 8.2 per cent (12.2), Swedbank Robur fonder 8.2 per cent (8.2), Avanza Pension 4.7 per cent (1.9) and FIM Bank 3.1 per cent (2.6). Foreign ownership amounted to 11.9 per cent (10.5) and the number of shareholders amounted to 4,547 (4,015)

Nominations committee 

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 job of the nominations committee is to prepare and present proposals to the Board, Chairman of the Board and in certain cases auditors and remuneration to the Board and auditors. The nominations committee will also submit proposals to the AGM concerning principles for the structure of the nominations committee and proposals to the chairman at the meeting. 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 can be submitted are available at: www.semcon.com and in the Q3 report

Nominations committee 2011/2012

The nominations committee’s members in 2011/2012 were Hampus Ericsson, JCE Group AB (nominations committee’s chairman), Jimmy Bengtsson, Skandia Liv, Kerstin Stenberg, Swedbank Roburs fonder and Hans-Erik Andersson (Chairman of the Board). No remuneration was paid to the members. The nominations committee met four times and also held individual meetings with directly elected members ahead of the 2012 AGM. The basis of the nominations committee’s work has mainly been the company’s strategies and priorities and an evaluation of the Board and its size and structure. The nominations committee’s proposal for election of chairman of the meeting, Board members, Chairman of the Board and auditors is given in the notice to attend the AGM and also published on Semcon’s website. Questions to the nominations committee can be submitted to: valberedning@semcon.se

Board

The work of the Board is regulated by the Companies’ Act, the Articles of Association and the procedures adopted annually by the Board.

Board structure

The Annual General Meeting elects Board members and their deputies to Semcon AB. The Board must consist of no fewer than three members and no more than eight members with no more

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