Application
SSAB’s organization is characterized by a decentralized work method in which responsibilities and powers are, to a large degree, delegated to the respective business areas and subsidiaries.
The Group’s steel operations in 2010 comprised the three geographic business areas: SSAB EMEA (Europe, the Middle East and Africa), SSAB Americas (North and Latin America) and SSAB APAC (Asia, Australia and New Zealand), while trading operations consisted of the subsidiary Tibnor.
SSAB is listed on Nasdaq OMX Stockholm and complies with its rules and regulations and applies the Swedish Code on Corporate Governance (the “Corporate Code”).
The diagram below illustrates SSAB’s corporate governance model as per December 31, 2010 and how the central bodies operate.
Deviations from the Corporate Code
During 2010, the Compensation Committee consisted of Sverker Martin-Löf (Chairman), John Tulloch and Lars Westerberg. According to the main rule in section 9.2 of the Swedish Code on Corporate Governance, the members of the Compensation Committee who are elected by the general meeting shall be independent in relation to the Company and company management. Since John Tulloch has been considered to be dependent in relation to the Company, his participation in the Compensation Committee thereby constitutes a deviation from the Code’s rules. The Company currently conducts extensive international operations involving a large number of employees outside Sweden, not least in North America. John Tulloch possesses long experience from senior managerial positions in the North American steel industry. His knowledge of compensation principles and compensation structures in the North American steel industry in particular constitutes an extremely valuable contribution to the Committee’s overall ability to address compensation issues in a purposeful and rational manner. Thus, the Company has made the assessment that the value of John Tulloch’s participation in the Compensation Committee outweighs any possible disadvantages resulting from him not being deemed independent in relation to the Company. For these reasons, the Company thus considers the deviation from section 9.2 of the Swedish Code on Corporate Governance to be justified.
Important external and internal regulations and policies that affect corporate governance
Internal
- By-laws
- The Rules of Procedure for the Board of Directors with instructions for the President and instructions for Board committees
- Accounting manual (Financial Guidelines), including finance policy
- Code of Business Ethics
External
- Swedish Companies Act
- Swedish Accounting Act
- Swedish Annual Reports Act
- Nasdaq OMX Stockholm's Rules and Regulations, www.nasdaqomx.com
- Swedish Code on Corporate Governance,
- www.bolagsstyrning.se