Corporate Governance

Getinge is committed to the principles of corporate governance, all in order to promote business competitiveness as well as investor confidence. This includes, among other things, that the company maintains an efficient and clear organizational structure, maintains transparency in its financial reporting and maintains good corporate citizenship. Getinge has adopted the Swedish Code of Corporate Governance (The Code) as prescribed in the listing requirements of NASDAQ OMX Stockholm.

The corporate governance of Getinge is based on Swedish legislation (primarily the Swedish Companies Act), the Articles of Association, the rules and regulations of NASDAQ OMX Stockholm and the regulations and recommendations issued by relevant organisations. Getinge applies the Swedish Code of Corporate Governance (”the Code”). The Code is based on the principle “comply or explain.” This means that a company that applies the Code may deviate from regulations of the Code, but must provide explanations for each deviation.

Shareholders

At yearend 2013, Getinge had  40 145 shareholders according to the share register maintained by SIS Ägarservice AB. The share capital of Getinge at yearend comprised 238 323  377 shares of which 15 940 050 shares were Class A and 222 383 327 shares were Class B. One Class A share carries ten votes and one Class B share carries one vote. Getinge’s shares are traded on NASDAQ OMX Stockholm. Getinge’s market capitalisation amounted to SEK 52.4 billion at 31 December 2013.

General meetings

Getinge’s governance and development activities are governed by decisions in a number of company bodies, with the General Meeting as the highest decision-making body. At the General Meeting, shareholders exercise their voting rights in accordance with Swedish corporate legislation and Getinge’s Articles of Association. The General Meeting elects the Board of Directors and auditors. The other tasks of the General Meeting also include adopting the company’s balance sheets and income statements, deciding on the allocations of earnings in the company and deciding on discharging the members of the Board and the CEO from liability. The General Meeting also decides on remuneration to the Board of Directors and auditors fees and guidelines for remuneration to senior executives.