Corporate governance

A high level of corporate governance for VBG Group AB involves ensuring that the company is governed as efficiently as possible in a sustainable and responsible manner. We have applied the Swedish Corporate Governance Code (the Code) since 1 January 2009.

The Code is a part of corporate Sweden’s self-regulation and is based on the “comply or explain” principle. This means that companies that apply the Code can choose not to comply with certain rules but must explain the reason for each non-compliance.

Read about our governance and how we add value to our companies under the VBG Group as owner.

Corporate Governance reports

VBG Group AB is a Swedish public limited company. Responsibility for governance and control of the Group is divided among the shareholders via Shareholders´ General Meeting, the Board of Directors, its elected committees and the CEO, in accordance with the Swedish Companies Act, prevailing regulations governing listed corporations and VBG Group´s Articles of Association. VBG Group AB has applied the Swedish Corporate Governance Code (the Code) since 1 January 2009.

Corporate Governance Report 2017

Articles of association

Article 1 The name of the Company is VBG Group AB (publ).

Article 2 The registered office of the Board of Directors is in the Municipality of Vänersborg, Västra Götaland County, Sweden.

Article 3 The object of the Company is to engage – on its own or through wholly and partly owned companies – in industrial activities, preferably in the area of automotive components and truck equipment, and other activities consistent therewith.

Article 4 The share capital shall be not less than thirty-four million two hundred and thirty-five thousand /SEK 34,235,000/ Swedish kronor and not more than one hundred and thirty-six million nine hundred and forty thousand /SEK 136,940,000/ Swedish kronor.

Article 5 The number of shares shall be not less than 13,694,000 and not more than 54,776,000. They shall be issued in two series, Series A and Series B. Series A shares shall carry ten votes, Series B shares one vote. Series A shares may be issued to a maximum amount of 54,776,000 and Series B shares to a maximum amount of 54,776,000.

Should the Company decide to issue new shares of two series, Series A and Series B, by way of a cash issue or an offset issue, holders of Series A and Series B shares shall have a preferential right to subscribe for new shares of the same series in proportion to their existing shareholding (primary preferential right).

Shares not subscribed for under a primary preferential right shall be offered for subscription to all shareholders (subsidiary preferential right). If it is not possible to issue all the shares subscribed for under the subsidiary preferential right, the shares shall be distributed among those wishing to subscribe in proportion to their previous shareholding or, to the extent this is not possible, by drawing of lots.

Should the Company decide to issue new shares of only one Series through a cash issue or an offset issue, all shareholders, regardless of whether they hold Series A shares or Series B shares, shall have the preferential right to subscribe for new shares in proportion to their previous shareholding.

Should the Company decide to issue warrants or convertibles through a cash issue or an offset issue, the shareholders shall have a preferential right to subscribe for warrants as if the issue were of the shares that may be subscribed for under the warrant, or a preferential right to subscribe for convertibles as if the issue were of the shares to which the convertibles may be converted.

The above shall not constitute any restriction on the possibility of deciding on a cash issue or an offset issue that entails a departure from the preferential rights of the shareholders.

If the share capital is increased through a bonus issue, new shares in each series shall be issued in proportion to the existing number of shares in each series. Old shares of a given Series shall thus carry entitlement to new shares of the same Series. The above shall not constitute any restriction on the possibility of issuing new shares of a new Series through a bonus issue, following the requisite amendment to the Articles of Association.

Article 6 Apart from specially appointed members and deputies, the Board of Directors shall consist of not less than three and not more than seven members with not more than five deputies.

Article 7 To audit the limited liability Company’ annual report and accounts, a registered public accounting firm without deputy alternatively one or two auditors and the same number of deputies, shall be appointed.

Article 8 The Company’s financial year shall extent from 1 January to 31 December.

Article 9 General Meetings of shareholders shall be held in Vänersborg, Stockholm or Gothenburg. Notice to attend a General Meeting shall be given by advertisement in Post- och Inrikes Tidningar and on the Company’s website. That notice has been given shall be announced in Dagens Industri. Notice to attend an Annual General Meeting, or a General Meeting where amendment of the Articles of Association will be considered, shall be issued not earlier than six weeks and not later than four weeks prior to the Meeting.  Notice of other General Meetings shall be issued not earlier than six weeks and not later than three weeks prior to the Meeting.

Article 10 Shareholders wishing to attend a General Meeting shall notify the Company not later than 4:00 p.m. on the day specified in the notice of the Meeting. This day may not be a Sunday or other public holiday, a Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and may not fall earlier than the fifth weekday prior to the General Meeting.

Article 11 The Board of Directors may collect proxy forms at the Company’s expense in accordance with the procedure described in Chapter 7, Section 4, second paragraph of the Swedish Companies Act (2005:551).

Article 12 The Chairman of the Board of Directors, or other person designated for this purpose by the Board, opens the General Meeting and leads the proceedings until a Chairman has been elected.

Article 13 The following matters shall be dealt with at the Annual General Meeting:

  1. Election of Chairman of the Meeting
  2. Preparation and approval of the voting list.
  3. Approval of the agenda.
  4. Election of two persons to verify the minutes.
  5. Determination of whether the meeting has been duly convened.
  6. Presentation of the Annual Report and the Auditors’ Report as well as the consolidated accounts and the Audit Report on the consolidated accounts.
  7. Resolutions
    a) concerning adoption of the income statement and the balance sheet, as well as the consolidated income statement and the consolidated balance sheet
    b) concerning appropriations of the Company’s profit or loss according to the adopted balance sheet
    c) concerning discharge of the members of the Board of Directors and of the Managing Director from liability
  8. Determination of the number of members and deputy members of the Board of Directors.
  9. Determination of fees to be paid to the Board of Directors and the auditors.
  10. Election of members and deputy members of the Board of Directors, and election of a registered public accounting firm alternatively auditors and deputy auditors.
  11. Other matters incumbent upon the General Meeting according to the Companies Act or the Articles of Association.

Article 14 The Company’s shares shall be registered in a central securities depository register pursuant to the Swedish Financial Instruments Accounts Act (1998:1479).

The Articles of Association were adopted at Annual General Meeting on 26 April 2012.