CORP OR ATE GOV ER NAN CE
Corporate governance Corporate governance at the IVL Swedish Environmental Research Institute is based on Swedish legislation and generally accepted practices, with due account taken of the Swedish Code of Corporate Governance. The reason why the Swedish Code of Corporate Governance is not observed in every respect is that it is mainly designed for listed companies and companies with diversified ownership. The Board’s tasks include identifying how sustainability issues affect the company’s risks and business opportunities. OW N E R SH I P IVL has been wholly owned by the Swedish Institute of Water and Air Conservation Research Foundation (SIVL) since 2004. At the conversion of the then Institute for Water and Air Conservation Research into a public limited company form in 1982, SIVL’s original share capital was allocated in equal part by an agreement between the Swedish government and the Swedish business sector. SIVL’s purpose is to develop the long-term conditions for environmental research and, through ownership, to guarantee IVL an independent status. SIVL is responsible for the funds provided by the Swedish government and the Swedish business sector for environmental and sustainability-related research at IVL. BOA R D IVL is governed by a representative Board of Directors, of whom the Chair and six members are appointed by the Swedish government and seven members by the Swedish business community. The Chair has the deciding vote. A N N UA L GE N E R A L M E E T I NG The Annual General Meeting (AGM) is generally held at the beginning of May. Members are notified of the AGM by post. The owner, SIVL, is represented at the AGM by the chair of SIVL. NOM I NAT ION PRO CE DU R E SIVL, the sole owner of IVL, proposes members for IVL’s Board of Directors, partly by inviting nominations from business sector representatives for four regular members and one deputy member for IVL’s Board of Directors, and partly by inviting nominations from the government for the Chair as well as three regular members and one deputy for IVL’s Board of Directors. IVL’s Board of Directors must consist of no less than four and no more than eight members, plus no less than one and no more than two deputies. The trade union representatives are also entitled to nominate two members and two deputies. The members of IVL’s Board of Directors include three women and five men, and they are presented on pages 92-94.
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T H E BOA R D OF DI R E C T OR S A N D I T S WOR K I N 2021 Within the framework of the Swedish Companies Act and the company articles of association, the Board of Directors is responsible for the organisation and administration of the company. Every year, the Board adopts rules of procedure. This document is accompanied by instructions for the work of the CEO, governing the allocation of tasks between the Board of Directors and the CEO. In accordance with the rules of procedure, the Board of Directors held five ordinary meetings in 2021 in addition to the statutory meeting held in May in connection with the AGM, as well as an extraordinary meeting in November. As is customary, the regular board meetings were held in conjunction with reporting of the company’s full-year or interim results, i.e. in March, May, September and December. All regular board meetings follow an agenda which always includes a report from the CEO, financial reports, strategic issues, as well as a risk and impact analysis. At the board meeting in March, the directors’ report and the proposed appropriation of profit were approved, and a refined market analysis was addressed. Items on the agenda for the board meeting in May included the adoption of new rules of procedure for the Board of Directors and instructions for work by the CEO. Special information was also provided regarding the company’s risks, an impact analysis and measures or procedures for risk control. At an extended board meeting in September, the company’s long-term strategy was discussed. At the board meeting in December, the agenda included the company’s budget for 2021, as well as goals and strategy documents. Remuneration committee Under the rules of procedure for the Board of Directors of IVL Swedish Environmental Research Institute, the Board of Directors must appoint a remuneration committee to deal with issues related to terms and conditions of employment and remuneration. The committee proposes salaries, other forms of remuneration, and other terms and conditions of employment for the CEO, which are then presented to the Board of Directors for approval. Similarly, terms and conditions for other members of executive management of the company are proposed by the CEO, and these are then pre-
IVL SWEDISH ENVIRONMENTAL RESEARCH INSTITUTE
