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Members of the board

Axfood's corporate governance

Good governance entails that the owners take an active role, that there is a clear division of roles and responsibilities between the management and control bodies, good structure in the follow-up of internal systems and internal control over financial reporting, and transparency to the owners and the capital markets.

Introduction

Axfood Aktiebolag (publ.) (“Axfood”) is a Swedish, public stock corporation domiciled in Stockholm. Axfood’s shares have been traded on Nasdaq Stockholm since 1997.

Governance instruments

Corporate governance at Axfood is regulated through principles laid out in both external and internal rules and regulations.

The external regulations include relevant laws and statutes (e.g., the Swedish Companies Act, the Swedish Annual Accounts Act, the EU’s Market Abuse Regulation and IFRS), the stock exchange rules in the regulated market in which the Company’s shares are available for trading (Nasdaq Stockholm’s Rule Book for Issuers), and the Swedish Corporate Governance Code (“the Code”).

The internal regulations include the Company’s Articles of Association and the governance instruments adopted by the Company (mainly the Board’s Rules of Procedure as well as internal instructions, policies and guidelines).

Follow-up of the internal regulations is done on an annual basis, and they are revised as necessary.

Sustainability governance

Axfood’s sustainability work is an integral part of the Company’s business model and governance. The foundation for this work is the Company’s sustainability programme.

Swedish Corporate Governance Code

Axfood applies the Swedish Corporate Governance Code (“the Code”) and in 2019 departed from the Code on the following point:

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. In 2019 board member Caroline Berg served as chair of the Nominating Committee.

Explanation:
Caroline Berg is Chairman of the Board of Axel Johnson AB, which controls a majority of the shares in Axfood. It is for this reason natural that Caroline serves as chair of the Nominating Committee.

Governance model.JPG