Boliden's governance

Operations
About Boliden
Boliden's governance

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 the rules and regulations, the Group's Lean-based production philosophy Boliden Production System (BPS) is used, as well as internal control documents such as the Boliden Internal Control System (BICS), and the Boliden Management System (BMS) which is the Group's integrated management system for health and safety, environment, energy and quality. In BMS, the Group also has policies in several areas, including Boliden's Code of Conduct which all employees must know and act in accordance with.

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

The Annual General Meeting 2024 will be held on Tuesday April 23 in Boliden.

General Meeting 2024

Previous General Meetings

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

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

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

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

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

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 regarding Boliden AB (publ), 556051-4142

Link to document

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

Guidelines for compensation

Corporate Governance Reports

Certificate of Registration Boliden AB (publ), 556051-4142

Auditors

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

Shareholders

Approximately 124,000 owners. Exercises governance via the Annual General Meeting and, where relevant, any Extraordinary General Meetings.

Nomination Committee

Comprises 3 to 5 members. Submits proposals on such matters as Members of the Board to the Annual General Meeting.

The Board of Directors

Comprises 7 members elected by the Annual General Meeting and 3 members and 3 deputies appointed by the trade union organisations.

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.

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