Corporate Governance

Corporate governance is a set of tools consisting of applicable rules, regulations and processes by which companies are operated, regulated and controlled in order to ensure that they are run in the best interest of the shareholders and in accordance with applicable laws and regulations.

Corporate governance is exercised through structures of decision making and control functions. An important element of good corporate governance is providing the shareholders and the capital market with relevant and accurate information.

Boliden is a Swedish public company with its shares listed at NASDAQ OMX Stockholm. Boliden’s corporate governance is based on external and internal rules.

External rules
The external rules include inter alia the Swedish Companies Act, the Swedish Annual Accounts Act, and other relevant laws, the NASDAQ OMX Stockholm Rulebook for issuers and the Swedish Corporate Governance Code (“the Code”).

The Code is part of the self-regulation system developed by the Swedish industry. Boliden has applied the Code since it came into force on 1 July 2005. The Code is based on the principle “comply or explain” which means that a company applying the Code may deviate from certain rules if it explains the preferred solution and provides  reason for it. Such deviations are stated in the company’s Annual Report under the Corporate Governance section and on the company’s webpage.

Internal rules
The internal rules include inter alia the Articles of Association, policies, guidelines and business processes for approval, control and risk management and the company’s Code of Conduct. They also include the Board of Directors’ Rules of Procedure and its instruction to the CEO.

Relevant Corporate Governance bodies
The shareholders exercise their influence over the corporate governance at the Annual General Meeting (“AGM”) and at extraordinary shareholders’ meeting, if any. The AGM appoints the Nomination Committee, which proposes candidates to the Board of Directors, Chairman of the Board of Directors and, when applicable auditors. The Board of Directors sets objectives and draws up strategies for the business and ensure that the company has effective systems for compliance with internal and external rules. The duties of the Board of Directors are partly exercised through its two committees; the Audit Committee and the Remuneration Committee. The Board of Directors safeguards also that the company’s communication is characterized by openness and is correct, relevant and reliable. The Board of Directors appoints the CEO. The CEO is responsible for carrying out the instructions and guidelines of the Board of Directors in the company’s day to day business. The company’s external auditor examines the company and its group accounts, annual reports and the management by the Board of Directors and the CEO.