Corporate governance describes the ways in which rights and responsibilities are distributed among the various corporate bodies according to applicable laws, rules and processes.
Good corporate governance is an important objective for Billerud. The shareholders and financial markets should apprehend that decisions are made on rational grounds and with the objective of creating increased shareholder value. By providing information about conditions and decisions and evaluating risks in a transparent manner, increased trust in the business and its processes is achieved, which also enhances the company's value.
The division of responsibility between the different corporate bodies of Billerud is determined by applicable legislation. In brief, the division of responsibility can be described as follows:
- The shareholders exercise their decision-making rights in the company at General Meetings of shareholders.
- The Nomination Committee is appointed by the major shareholders in accordance with a procedure adopted by the Annual General Meeting of shareholders. One of the tasks of the Nomination Committee is to propose candidates for election to the Board of Directors at the Annual General Meeting of shareholders.
- The Board of Directors is ultimately responsible for the organization of Billerud and the management of its operations. In addition to the Directors elected by the shareholders, the Board of Directors consists of employee representatives appointed by the unions.
- The President and CEO, appointed by the Board of Directors, is responsible for the day to day management of Billerud in accordance with instructions from the Board. The President and CEO is supported by the Senior Management team.
- The external auditor of Billerud is elected by the General Meeting of shareholders.
Billerud's corporate governance is based on the Swedish Companies Act, NASDAQ Stockholm’s rule book for issuers, the Swedish Code of Corporate Governance, applicable market abuse regulations as well as other rules and regulations relevant to the company. In addition, to ensure compliance with legal and regulatory requirements and the high ethical standards that we set for ourselves, Billerud has adopted internal rules that include a Code of Conduct and various group steering documents (directives and policies). Further, the Board of Directors has established internal rules in the form of the Board of Directors' rules of procedure and rules of procedure for the relevant Board Committees.