Corporate governance at Axfood aims to create conditions to exercise an active and responsible ownership role, ensure the owners' ability to assert their interests vis-à-vis the Executive Committee bodies, more clearly delineate the division of roles and responsibilities between management and control bodies, and to ensure the best possible openness vis-à-vis the owners and capital market. Good corporate governance also ensures effective decision-making, which increases Axfood's chances to take advantage of new business opportunities.
Axfood is a Swedish, public stock corporation with registered number 556542-0824. The Company has its domicile in Stockholm and is listed on the Stockholm Stock Exchange (Nasdaq OMX Stockholm AB). The foundation of governance rests on both external and internal governance documents.
External governance systems
The external governance systems that make up the framework for Axfood's corporate governance activities include the Swedish Companies Act, the Swedish Annual Accounts Act, other relevant laws, Nasdaq OMX Stockholm AB's rules for issuers and the Swedish Code of Corporate Governance. Governance, management and control are divided among the shareholders at the Annual General Meeting, the Board of Directors and the CEO pursuant to Swedish corporate law, the Swedish Code of Corporate Governance and the Company's Articles of Association.
Swedish Corporate Governance Code
Axfood applies the Swedish Corporate Governance Code(“the Code”) and in 2018 departed from the Code on the following two points:
Departure from the Code (rule 2.4):
According to the Code, a board member shall not serve as chair on a company's nominating committee.
Caroline Berg, who serves as chair of the Nominating Committee, is also a director on Axfood's board, which is natural in view of the Company's ownership structure.
Departure from the Code (rule 2.5):
According to the Code, the composition of the nominating committee shall be publicly announced well in advance of, but not later than six months prior to, the AGM.
The Nominating Committee’s composition is based on shareholder statistics as per 31 August and was publicly announced on 2 October. Since Axfood’s AGM is held relatively early in the year (in March), announcement of the Nominating Committee was made just under six months before the AGM. This has still been considered by the AGM to be sufficient time for the Nominating Committee to perform its duties.
Internal governance systems
The Articles of Association adopted by the Annual General Meeting is the most important internal governance instrument, followed by the Board's work plan and the Board's instruction for the CEO. In addition, the Board has adopted numerous policies, guidelines and instructions that contain binding rules for all of the Group's operations.