Corporate governance

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Corporate governance
 

Guidelines that create confidence

Corporate governance defines the decision systems by which the owners, directly or indirectly, manage the company. In a stock corporation such as Axis, governance, management and control are distributed among the shareholders, the board of directors, the President and management team in accordance with prevailing laws, regulations and instructions.

Axis AB (publ) (hereafter “Axis”) is a Swedish stock corporation with its registered office in Lund, Sweden. Axis was floated on the Stockholm Stock Exchange in 2000 and is currently listed on NASDAQ OMX Nordic. The company follows the provisions of the Swedish Companies Act as well as the stock exchange regulations for listed companies in Sweden.

Axis applies the Swedish Code for Corporate Governance (hereafter the “Code”) according to which this corporate governance report is prepared, and follows it with the exception of what is expressly stated below. The corporate governance report describes how corporate governance has been conducted in Axis during the fiscal year 2009. The corporate governance report has not been examined by the auditors.

Deviations

Axis deviates from the Code in the following cases. The company deviates from the Code’s “soft” requirements in relation to items 1.5 (simultaneous interpretation to another language) and 1.7 (the minutes in another language than Swedish) since the company considers that these requirements are not motivated bearing in mind the composition of the shareholder base. The company deviates in relation to item 2.1 (the nominating committee shall submit proposals regarding appointment and remuneration of auditors) with the explanation that the board submits proposals regarding appointment and remuneration of auditors as the board considers that it is suitably qualified for this by virtue of its composition and expertise.

Share capital and voting rights

Axis had 17,571 shareholders at the close of 2009 according to the share register maintained by Euroclear Sweden AB (formerly VPC AB) The company’s principal owner is LMK Industri (19.9 percent of the share capital). Foreign investors’ equity interest was 23.4 percent. The ten largest owners held shareholdings corresponding to 62.3 percent of the share capital. For additional ownership information see shareholder structure on http://www.axis.com/sv/corporate/investor/shareholders.htm. The company’s share capital totaled SEK 693,373 at year-end, distributed among 69,373,700 shares. All shares (as at December 31) carry one vote and equal right to share in the company’s assets and earnings.

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