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Corporate governance

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.

Compulsory acquisition

Canon Inc. 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 is entitled to initiate a compulsory acquisition procedure of the minority’s shares. Canon has chosen to exercise that right. 

The Swedish Companies Registration Office has appointed Magnus Nedström as trustee. The trustee represents the minority shareholders during the compulsory acquisition procedure unless they choose to represent themselves. 

An arbitration tribunal has been formed. The tribunal’s task, inter alia, is to determine the redemption share price. The arbitration tribunal is composed of

  • One arbitrator appointed by the majority shareholder (Robert Ohlsson)
  • One arbitrator appointed by the trustee (Lars Milberg)
  • A chairman of the tribunal, appointed jointly by the two arbitrators (Lars Edlund)

Axis as a company has no role in the compulsory acquisition procedure and it is difficult to say when the procedure will be completed. Shareholders may refer to the trustee with any questions: attorney-at-law Magnus Nedström, Advokatbyrån Sigeman & Co, Anna Lindhs plats 4, SE-211 19 Malmö, Sweden, by telephone +46 (0)40-665 55 00, magnus.nedstrom@sigeman.se.