Introduction to 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 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 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.
At year-end 2015, Getinge had nearly 36,846 shareholders according to the share register maintained by Modular Finance. The share capital of Getinge at year-end 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 the Nasdaq Stockholm. Getinge’s market capitalization amounted to SEK 53.0 billion at December 31, 2015. The company’s largest shareholder is Carl Bennet AB, which represents 48.9 per cent of the total number of votes in the company.
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.