 The Swedish Corporate Governance Board 1 Distinctive characteristics of Nordic boards Presentation at the ecoDa/IFC Roundtable, Brussel Per Lekvall The Swedish Corporate Governance Board

 The Swedish Corporate Governance Board 2 Ownership level Oversight and control level Executive level G M CEO G M Supervisory Board Management Board Nordic ModelTwo-Tier Model Board Chair A different corporate governance context G M Chair & CEO One-Tier Model Board

 The Swedish Corporate Governance Board 3 Key features of the Nordic board  Seen as the shareholders’ steward to look after their common asset  Normally re-elected annually - may in between be dismissed at any time without stated cause  Entirely/predominantly non-executive (except employee rep’s where applicable)  Chair and CEO always separated  Strict separation of duties & responsibilities Board – CEO (in Sweden by law to be defined in writing)  Relatively small boards – in Sweden on average 6.5 AGM-elected members  Relatively high women representation: Norway 42% (at least 40% by law) ( Percentage women in boards of larger listed co’s) Sweden, Finland: 27% Denmark 16%  Right of representation for employees (except Finland) – yet this right is not always made use of - in Sweden in less than 40% of listed co’s

 The Swedish Corporate Governance Board 4 Conclusions  The Nordic board is an independent body within a hierarchical governance structure, strictly subordinate and accountable to the General Meeting.  Within this framework the board has far-reaching authority to manage the company’s affairs as it sees fit in order to fulfil its fiduciary responsibilities to the shareholders.  Because of its non-executive nature the Nordic board has no inherent integrity problem vis-à-vis the company management, thus e.g. less need for  specific board committees to handle issues of potential conflict of interest vs. company management,  formal director independence requirements.