Guidelines which creates trust
Corporate governance is the system, through which owners, direct or indirect, controls the company. Within Axis, governance, management and control is divided between shareholders, the board and the CEO, in accordance with laws, regulations and instructions.
Axis is a public Swedish limited company based in Lund, Sweden. Axis was listed on the Stockholm Stock Exchange in 2000 and de-listed 2018.
Axis is governed by the Swedish Companies Act. Axis has not been guilty of any breaches of good conduct on the stock exchange market.
Even as an unlisted company Axis applies the Swedish code for corporate governance ("the Code"). Axis does not diverge from the Code, other than in the regard specifically stated below. Information about the Code is available at www.bolagsstyrning.se.
Deviations from the Code
In light of the ownership structure in Axis where Canon Inc. for some time owns 99,3 percent of the shares and votes, the Annual General Meeting (AGM) did not appoint a nomination committee. The company thus deviates from the Code's rules with regard to a nomination committee. The duties of the nomination committee under the Code will be performed instead, where appropriate, by Axis' largest shareholder Canon Inc. or by the company's board of directors. As far as election and remuneration of auditors is concerned, the board has appointed a special group that prepares the procurement process. This group has special experience in questions relating to appointment and remuneration of auditors, which is considered to be of benefit to Axis and raises the quality level.
Canon Inc. currently holds 99,26 percent of the shares in Axis AB, which were delisted from Nasdaq Stockholm in November 2018. Under the Swedish Companies Act, a majority shareholder holding 90 percent or more of the shares in the company is entitled to initiate a compulsory acquisition procedure of the minority’s shares. In such a procedure, firstly, a trustee is appointed by the Swedish Companies Registration Office. The trustee shall represent the minority shareholders during the compulsory acquisition procedure.
The Swedish Companies Registration Office’s appointment of Magnus Nedström as trustee was appealed to the district court by a few shareholders. However, the district court upheld the Swedish Companies Registration Office’s decision. Following appeal of that decision, the court of appeal also upheld the decision. The decision was subsequently appealed to the Supreme Court, that has not yet resolved on whether a leave to appeal shall be granted. These appeals have led to a stop in the compulsory acquisition procedure. Once the decision on the appointment of a trustee has gained legal force, an arbitration board will be formed. The arbitrations board’s task is to determine the price of the shares. The arbitration board shall be composed of
- One arbitrator (Robert Ohlsson) appointed by the majority shareholder
- One arbitrator representing the minority shareholders, as appointed by the trustee
- Chairman of the arbitration board, appointed jointly by the two arbitrators
Axis as a company has no role in the compulsory acquisition procedure and it’s currently difficult to specify when the procedure will be completed. As soon as the decision on the appointment of a trustee has gained legal force, shareholders may refer to the trustee with any questions.