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Boliden's governance

Boliden is a Swedish public limited company listed on the NASDAQ OMX Stockholm. Boliden’s corporate governance is based on the Swedish Annual Accounts Act, the Swedish Companies Act, NASDAQ Stockholm’s regulations for issuers, the Swedish Code of Corporate Governance, and other applicable legislation and regulations.

In addition to compliance with rules and regulations, Boliden applies inter­nal governance instruments, such as the Group’s organisational and operational philosophy, the New Boliden Way, and Boliden’s internal control tool, the Boliden Internal Control System (BICS), together with policies in a number of areas such as Boliden’s Code of Conduct with which all employees must be familiar and in accordance with which they must conduct themselves. The Group’s units also work in accordance with health & safety, environ­mental, energy, and quality management systems.

Annual General Meetings

The Annual General Meeting is the company’s supreme decision-making body through which shareholders exercise their influence in the company.

Board of Directors

The Board of Directors is appointed by Boliden’s owners to bear ultimate responsibility for the company’s organisation and the management of the company’s affairs in the best interests of both Boliden and the shareholders.

Board of Directors

Group management

In addition to the President, the Group's executive management consists of the heads of Boliden's two business areas Mining and Smelters, the Finance Director and the Director for Corporate Responsibility (CR).

Group management

Remuneration Committee

The Remuneration Committee submits proposals for resolution by the Board regarding salary and other terms of employment for the President, and follows up on and evaluates programmes for variable remuneration for the management.

Remuneration Committee

Audit committee

The Board sets up internal committees that prepare matters within their respective remits. While the Board's responsibilities may not be delegated, the Audit Committee assists the board by preparing matters and providing the board with support in its efforts to meet its responsibilities within the areas of internal control, accounting and quality assurance for Boliden's financial reporting.

Audit Committee

Nomination Committee

The Nomination Committee represents Boliden’s shareholders and is tasked with preparing and presenting proposals for resolutions that Boliden’s shareholders vote on at the Annual General Meeting.

Nomination Committee

Auditors

The external auditor is an independent reviewer of Boliden's accounts to ensure that they provide a fair, accurate and complete portrayal of the company's position and economic performance.

Auditors

Articles of Association

Boliden AB (publ), 556051-4142

Articles of Association

Guidelines for Compensation

Proposals by the Board and resolutions on guidelines for compensation to senior executives must be presented to the shareholders every year at the AGM.

Guidelines for compensation

Boliden’s governance structure

Auditors

Elected by the Annual General Meeting. Audits the accounts, bookkeeping and the management by the Board of Directors and the President.

Shareholders

Approximately 71,000 owners. Exercises governance via the Annual General Meeting and, where relevant, any Extraordinary General Meetings.

Nomination Committee

Comprises 5 to 7 members. Submits proposals on such matters as Members of the Board to the Annual General Meeting.

The Board of Directors

Comprises 8 members elected by the Annual General Meeting and 3 members and 3 deputies appointed by the trade union organisations.

Audit Committee (3 members)

Remuneration Committee (2 members)

President/CEO and Group management

The President runs the operations with the support of the other four members of the Group management.

Internal control function

Reports to the CFO and presents reports on issues relating to internal control at the Audit Committee’s meetings.

Contact

Boliden Head Office

Boliden Group
Klarabergsviadukten 90
P.O. Box 44, SE-101 20 Stockholm
Tel: + 46 8 610 15 00
Fax: + 46 8 654 80 90