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Corporate governance

SSAB is listed on Nasdaq OMX Stockholm, and is subject to its rules and regulations, and also applies the Swedish Corporate Governance Code (the Corporate Code). SSAB has a secondary listing on Nasdaq OMX Helsinki.


SSAB is structured across three steel divisions: SSAB Special Steels, SSAB Europe and SSAB Americas, and two subsidiaries: Tibnor and Ruukki Construction.

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General meetings

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General meetings

The general meeting is the Company’s highest decision-making body through which shareholders exercise their influence in the Company. Shareholders who wish to participate at general meetings, personally or through a proxy, must be entered in the share register five weekdays prior to the Meeting and must register with the Company in accordance with the notice to attend the Meeting. Notice to attend general meetings is given through announcements and on the Company’s website (www.ssab.com).

An annual general meeting (ordinary general meeting) must be held within six months of the expiration of the financial year. At the annual general meeting, the shareholders decide, among other things, on the following: election of the Board of Directors and, where appropriate, the auditors; the manner in which the Nomination Committee is to be appointed; and discharge from liability for the Board of Directors and President for the past year. Decisions are also made regarding adoption of the financial statements, allocation of profit, fees for the Board of Directors and the auditors, as well as guidelines for compensation to the President and other senior executives.

Extraordinary General Meeting 2016
Annual General Meeting 2016
Annual General Meeting 2015
Annual General Meeting 2014
Extraordinary Annual General Meeting 2014
Annual General Meeting 2013
Annual General Meeting 2012
Annual General Meeting 2011
Annual General Meeting 2010
Previous annual general meetings

The Board of Directors

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The Board of Directors

The Board of Directors makes decisions regarding the Group's strategic focus and organization, as well as issues relating to major investments and undertakings. At each Board meeting, a review takes place of the current business situation, competitors and the Group’s earnings and financial position, as well as prospects for the remainder of the year.

The Chairman of the Board presides over the Board's work, represents the company in ownership matters, and is responsible for an evaluation of the work of the Board.

 

Board of Directors
Report on the work of the Board of Directors 
The Board's attendance and independence

Group Executive Committee

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Group Executive Committee

The Group Executive Committee is responsible for the formulation and implementation of the Group’s overall strategies and addresses issues such as acquisitions and divestments. These issues, as well as major capital expenditures (in excess of SEK 50 million), are prepared by the Group Executive Committee for decision by the Board of Directors of the parent company.

The President is responsible for the day-to-day management of the Company in accordance with the Board of Directors’ instructions and guidelines. The Group Executive Committee consists of:


President & CEO
Executive Vice President & Head of SSAB Europe 
Executive Vice President & Head of SSAB Americas
Executive Vice President & Head of SSAB Special Steels
Executive Vice President and Head of Legal and Strategy
Executive Vice President and Chief Financial Officer
Executive Vice President and Head of HR and Sustainability
Executive Vice President and Head of Group Communications
Executive Vice President and Head of Technical Development


The Group Executive Committee holds monthly meetings in order to discuss the results and financial position of the Group as well as divisions/subsidiaries. Other issues addressed at Group Executive Committee meetings include strategic issues and follow-up on budget and forecasts.


The head of each division and subsidiary is responsible for the respective income statement and balance sheet. Overall operational control of the divisions takes place through quarterly performance reviews and, in Ruukki Construction and Tibnor, through each Board of Directors. The President of the parent company is the Chairman of the Board of each of the directly-owned major subsidiaries and these board s also include other members from the Group Executive Committee as well as employee representatives. The Boards of the subsidiaries monitor the ongoing operations and determine strategies and budgets.


Members of the Group Executive Committee

Audit Committee

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Audit Committee

The duties of the Committee are stated in the Board’s rules of procedure. The Chairman of the Audit Committee is responsible for ensuring that the entire Board is kept regularly informed regarding the work of the Committee and, where necessary, shall submit matters to the Board for a decision. The main task of the Audit Committee is to support the Board in the work of ensuring the quality of the financial reporting.

The Committee regularly meets the Company’s auditors, evaluates the audit work and establishes guidelines as to which additional services the Company may procure from its external auditors. Such additional services, up to a maximum of SEK 100,000 per assignment, must be approved in advance by the Company’s Chief Financial Officer. Assignments in excess of SEK 100,000 must be approved in advance by the Chairman of the Audit Committee. All additional services must be reported to the Audit Committee each quarter.

There is an established risk management process in the Company which is based on processes and flows in production. In this process, the Audit Committee reviews and takes into account the risk areas that have been identified (both commercial risks and risks of errors in the financial reporting).

 

Work in 2015

The Audit Committee’s members were Lars Westerberg (chairman), Bengt Kjell (who replaced Sverker Martin-Löf following the annual general meeting held on April 8, 2015) and Annika Lundius.
In 2015, the Audit Committee held five meetings at which minutes were taken.

 

Internal audit

Remuneration policy

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Remuneration policy

According to the Swedish Companies Act the Annual General Meeting each year, based on proposals from the Board of Directors, shall decide on guidelines for remuneration to senior executives.

These guidelines shall include the President and other persons in the company’s management. The company’s auditors shall not later than three weeks prior to the Annual General Meeting submit a written statement that the guidelines which applied since the previous Annual General Meeting have been complied with.

Auditor’s statement 2014 (pdf)

The Annual General Meeting 2014 adopted the following policy for salaries and other compensation for the President and other senior executives.

Compensation to the President and other members of the Company’s senior management shall comprise of:

  • fixed salary,
  • possible variable compensation,
  • other benefits such as company car, and
  • pension.

”Other members of the Company’s senior management" means a member of the Group Executive Committee, currently nine persons other than the President. The total compensation package shall be at market terms and conditions and competitive on the employment market on which the executive works. Fixed salary and variable compensations shall be related to the executive’s responsibilities and authority.

The variable compensations shall be based on results as compared with defined and measurable targets and shall be subject to a ceiling in relation to the fixed salary. The variable compensations shall not be included in the basis for computation of pension, except in those cases where so provided in the rules of a general pension plan, e.g. the Swedish ITP plan.

For senior executives outside Sweden, all or parts of the variable compensations may be included in the basis for pension computation due to legislation or competitive practice on the local market.

The variable compensation programs should be structured such that the Board of Directors has the possibility, should exceptional circumstances prevail, to restrict the payment of variable compensations, or to decline to make such payment, where such a measure is deemed reasonable and compatible with the Company's responsibilities to its shareholders, employees and other stakeholders.

Consultant fees in line with prevailing market conditions may be payable insofar as any director performs work on behalf of the Company, in addition to the Board work.

The period of notice of termination of employment for senior executives in Sweden shall be six months in the event of termination by the executive. In the event of termination by the Company, the total of the period of notice of termination and the period during which severance compensation is payable shall not exceed 24 months.

Pension benefits shall be either benefit-based or contribution-based or a combination thereof, with individual retirement ages, however in no case earlier than the age of 60. Benefit-based pension benefits are conditional on the benefits being earned during a pre-determined period of employment. In the event the employment terminates prior to the retirement age, the executive shall receive a paid-up policy for earned pension.

For senior executives outside Sweden, the termination period and severance compensation may vary due to legislation or competitive practice on the local market. The Board of Directors shall be entitled to deviate from the guidelines where special reasons exist in an individual case.

For detailed information regarding current compensation structures, reference is made to note 2 in the Annual Report.

Pension benefits
Remuneration to senior executives
Variable remuneration