Sensys Traffic is a Swedish public limited liability company listed on the Nasdaq OMX Nordic Exchange in Stockholm. Sensys' corporate governance is based on Swedish laws including the Companies Act, the Book-keeping Act and the Annual Accounts Act. Furthermore, Sensys observes the terms of the listing agreement with NASDAQ OMX Stockholm AB (“the Stockholm Stock Exchange”) and the Swedish Code for Corporate Governance. Internal regulations, such as the Articles of Association and the Board's rules of procedure with CEO instructions, complement external regulations.
Shareholders
The Sensys share has been listed on the Stockholm Stock Exchange since 2001. The share capital of Sensys amounts to SEK 14.4 million. The number of outstanding shares amounts to 287,902,734 and the number of shareholders at the end of the year was 11,803. All shares have the same voting right and equal right to the company's profits and equity. For further information about the ownership structure, trading and share price movements, see pages 10-11 of the Annual Report.
The single largest shareholder is Sten K Johnson with 6 per cent of the total number of shares as at 31 December 2010.
The Articles of Association do not contain any conditions concerning voting right restrictions.
Annual General Meeting
The highest decision-making body is the Annual General Meeting. Shareholders who wish to participate in the Annual General Meeting must be entered in the register of shareholders five working days before the Annual General Meeting and notify the company in accordance with the notice of the meeting. Notice of the Annual General Meeting is given no earlier than six weeks and no later than four weeks before the Annual General Meeting by means of an advertisement placed in the publications Post and Inrikes Tidningar, as well as on the company's website. The fact that notice of the AGM has been given is advertised in Dagens Industri.
Annual General Meeting 2010
The Annual General Meeting of Shareholders in Sensys Traffic was held on Thursday 29 April 2010 in Jönköping. Approximately 16 (40) shareholders or their representatives, were present at the Meeting, representing approximately 11 per cent of the votes. Peter Svensson was elected Chairman of the Meeting. All directors elected by the Meeting were present.
The Chief Executive Officer informed the Annual General Meeting of the development and position of the company and commented on the results for 2009 and the first quarter of 2010. During the Annual General Meeting, shareholders were given the opportunity to ask questions, which were answered during the AGM.
Resolutions
The minutes of the AGM can be found on Sensys' website. The following are some of the resolutions passed by the AGM:
· That no dividend be paid for the financial year 2009, in accordance with the proposal of the Board of Directors and CEO (SEK 0.05 per share for financial year 2008).
· Re-election of Board members Jan Bengtsson, Anders Norling and Ivan Rylander. In addition to this, Jeanette Jakobsson was newly elected and replaced Jan Johansson who chose not to stand for re-election.
· Re-election of Chairman of the Board Peter Svensson.
· The AGM adopted the Annual Report for 2009 submitted by the Board of Directors and Chief Executive Officer, passed a resolution on the appropriation of the company's profits and discharged the Members of the Board and the Chief Executive Officer from personal liability.
· That remuneration of the Board of Directors and auditors should be in accordance with the proposal of the election committee. A resolution was also passed on guidelines for the remuneration of senior executives.
Election committee
In accordance with a resolution passed at the 2009 AGM, an election committee was elected with the task of presenting proposals concerning the number of Board Members and the composition of the Board of Directors. The election committee is composed of the Lars Gunnar Berntson, Jan Ahnberg and Sten K Johnson. At the 2010 AGM, Jan Johansson was also elected to serve on the election committee and was elected chairman of the election committee.
In 2009 the election committee performed an assessment of the work of the Board as well as its size and composition on the basis of requirements contained in the Swedish Code of Corporate Governance. The election committee's proposals with regard to the election and remuneration of Board members was presented in the notice of the Annual General Meeting as well as on the company's website.
No remuneration has been paid for the work of the election committee.
All shareholders are entitled to approach the election committee with proposals concerning the Members of the Board and remuneration. Proposals must be sent to the chairman of the election committee. No such proposals were received before the Annual General Meeting in 2010.
Work of the Board of Directors
The Board monitors business operations partly through their own work and partly through periodical reporting. Informal contact is also maintained among the members of the Board. In financial year 2009, the Board held four minuted meetings. Following election at the Annual General Meeting, a Board meeting was held during which resolutions were passed concerning signing for the company, the Board's rules of procedure, CEO instructions and scheduled Board meetings throughout the year. Four of the Board meetings were held before interim reports. The CEO took part in all the Board meetings to present the reports. During 2010, chief financial officer Helena Claesson performed the secretarial duties. For information on the Members of the Board and the Chief Executive Officer, as well as attendance at the Board meetings, see page 32 of the Annual Report.
The Board does not include any special committees.
According to the Swedish Code of Corporate Governance, the majority of the elected Board members must be independent in relation to the company and company's senior executives. At least two of these must also be independent in relation to the company's largest shareholders. All members of the Sensys Board are independent in relation to the company and all members are independent in relation to the company's largest shareholders.
Auditing work
The authorised public accountants, Anders Johansson and Stefan Engdahl, Ernst and Young, have been elected as auditor and deputy auditor until the end of the 2011 Annual General Meeting. At the first Board meeting of the year, the auditor reported his observations concerning the financial audit of the company's internal controls and accounts. For information on the auditors, see pages 32-33 of the Annual Report.
Internal controls
The company's financial reporting complies with the laws and regulations applicable to companies listed on the Stockholm Stock Exchange. In addition, there are internal instructions, routines, systems and the assignment of roles and responsibilities in place with the purpose of maintaining good internal controls. The company's results and development are followed up on a quarterly basis and reported with analyses and comments to the Board.
Sensys does not have a separate review function (internal audit) as the Board came to the conclusion that there are no special circumstances in operations or other conditions to warrant such a function.
Dissemination of information
In accordance with the listing agreement with the Stockholm Stock Exchange, Sensys disseminates information to shareholders and other interested parties through the publication of press releases, financial statements, interim reports and annual reports. Information is also presented on the company's website (www.sensys.se).
The company's information policy in a separate document ratified by the Board of Directors.
Deviations from the Code's regulations
· The Sensys Board does not have an audit committee – the whole Board takes responsibility for ensuring the audit work is effective in securing acceptable routines for the company for internal controls and accurate financial reporting of a high quality.
· The Sensys Board does not have a remuneration committee – the whole Board takes responsibility for and makes decisions concerning the salaries of the CEO and the company's management, other conditions of employment and incentives programmes on the basis of policies determined by the Annual General Meeting. The Board compiles target figures for variable remuneration and retirement benefits, other benefits and other employment conditions of the company's senior executives.
Apart from the above deviations, the Code is put into practice by Sensys. The Board is responsible for ensuring the Code is observed by the Board as well as the Chief Executive Officer and the rest of the company.