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 joint 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 in the following. The corporate governance report describes how corporate governance has been conducted in Axis during the fiscal year 2008. The corporate governance report has not been reviewed by the auditors.

Deviations

Axis deviates from the code in the following cases. In relation to items 1.2.1 (distance participation), 1.4.3 (material and simultaneous interpretation) and 1.4.5 (translation of minutes), 1.5 (simultaneous interpretation to another language) and 1.7 (the minutes in another language than Swedish) the company deviates from the Code’s “soft” requirements 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. The company deviates in relation to items 10.1 & 10.2 (audit committee) as the entire Board constitutes the audit committee.

Share capital and voting rights

Axis had 17,503 shareholders at the close of 2008 according to the share register kept by VPC AB. The company’s principal owner is LMK Industri (19.9 percent of the share capital). Foreign investor’s equity interest was 23 percent. The ten largest owners had total holdings corresponding to 56.5 percent of the share capital. For additional ownership information see page 30 in the annual report. The company’s share capital totaled SEK 693,737 at year-end, distributed among 69,373,700 shares. All 69,373,700 shares (as at December 31) carry one vote and equal right to share in the company’s assets and earnings.

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