Corporate governance

The company applies the Swedish Corporate Governance Code (the Code), which together with the State's 2009 owner policy, governs its operations.

Board of Directors – Activities

The Chairman of the Board’s responsibilities follow from the Swedish Companies Act and the procedural rules of the Board of Directors.

The Board of Directors determines its procedural rules annually. These formalize activities such as reporting to the Board of Directors, the frequency and form of Board meetings, delegation and evaluation of the Board’s and President’s work.

Apart from appointing the President, the Board’s primary tasks are to establish business plans and budgets, approve major investments and significant changes in corporate organization and issue central instructions. Additionally, the Board of Directors monitors financial progress, and bears ultimate responsibility for internal controls and risk management.

The Board is responsible for the company’s financial reports. The quality of financial reports is assured by the Board examining and making comments upon interim and annual reports before they are published. At Board meetings issues that have essential influence on the financial reporting are dealt with.

Auditor Activities

Every year in an assignment letter, the Board sets out how auditors are to work and rules for procuring audit-related services. Auditors receive all written materials which are handed to the Board and they are supplied with the minutes of every meeting of the Board and its committees. In addition, auditors attend at least one Board meeting each year. The company president has regular meetings with auditors throughout the year at which the following are taken up: the direction and scope of auditing, co-ordination of internal and external auditing, internal controls, critical accounting matters and financial reports supplied by the company.

Board committees

• Credit Committee
  The committee disscuess matters relating to credits and credit decisions. The Board of Directors has drawn up policy and instructions for the Credit Committee. At the request of the Board, the committee has issued a credit instructiod that has been reported to the Board. Minutes from meetings of the Credit Committee are submitted to the Board and examined during board meetings. Decision-making rights regarding credits follow an order of delegation established by the Board of Directors. 
  
  
• Finance Committee
  The committee is a drafting and reference group for the Board of Directors and the executive management in overall questions relating to company's financial activities. Such financial activities refer to long-term and short-term borrowing, liquidity management, risk measurements and risk limits, and matters relating to policy or quality assurance. The Finance Committe is empowered to decide upon the borrowing of certain risk capital. The Board of Directors has estalished policy and instructions for the Finance Committee. At the request of the Board, the committee has issued a finance instruction that has been reported to the Board. Minutes from meetings of the Finance Committee are submitted to the Board and examined during board meetings. 
  
  
• Remuneration Committee
  The committee discusses matters relating to salaries and other benefits for the company's executive management and overall policy issues relating to salaries and other benefits. The committee decides on salaries and other benefits for the executive management (with the exception of the President). The Board of Directors has drawn up instructions for the Remuneration Committee. Minutes from meetings of the Remuneration Committee are submitted to the Board and examined during Board meetings.
  
  
• Auditing Committee
  The committe discusses matters relating to the company's financial reporting and corporate governance report (including the Board's internal audit report) in accordance with the Code. The Board has set out the instructions for the Audit Committee.

Terms and conditions of remuneration
The company follows the state's guidelines on the terms and conditions of remuneration for senior executives in companies with state owner-ship (April 20, 2009). In accordance with the guidelines, the company applies the general principle that pay and remuneration for senior executives (members of SEK's Executive Committee) should be reasonable and balanced. They should also be competitive, capped and suitable for the work undertaken, but not be higher than at comparable companies, and should instead be marked by moderation.

The Board has phased out variable remuneration for senior executives. With the exception of the President, the Chief Accounting Officer, senior executives, the company offers all employees a general incentive system. The maximum amount in the general incentive system is two month's salary. 

There is no outstanding share or share price-related incentive program for the Board of members of the Executive Committee.

Information on SEK's remuneration system (FFFS 2011:1) is available in Pillar 3 2011

Departures from the Swedish Corporate Governance Code (“the Code”)
On the following points, our corporate governance departs from the requirements of the Code.

• Appointment of the Board
  The company is 100 percent owned by the Swedish State. The nomination process for the Board is carried out in accordance with the principles laid down in State Owner Policy (2009).
  
  
• Appointment of auditors
  The company is 100 percent owned by the Swedish State. Responsibility for nominating and electing auditors for State-owned companies is always with the owner. The process of appointing auditors is carried out in accordance with principles laid down in State Owner Policy (2009).
  
  
• The independence of the Board from the owners
  The Code makes it clear that companies are to have at least two board members who are independent of major owners. The purpose is mainly to protect minority shareholders in companies with widespread ownership. In companies wholly owned by the State there is no reason to report independence.
  
  
• The Board has judged that two committee members is a suitable member for the Auditing committee's work.
  

 Non-Compliance with the State Owner Policy (2009)
SEK departs from the State Owner Policy (2009) on two points:

• A special presentations was arranged in conjunction with the annual general meeting in order to provide the public with the opportunity to submit questions to the Board and executive management.
  
  
• SEK will present the Board of Director's proposed guidelines on remuneration for members of the Executive Committee in the material for SEK's 2010 Annual General Meeting.
  
  
• SEK deviates from the state guidelines on the key financial ratio of earnings per share in that this key ratio is not reported in the annual report. This is because during 2008 SEK carried out a cash rights issues and received a company Venantius AB, as shareholder's contribution. This has significantly altered the equity and number of shares in SEK. In order to be able to retroactively adjust the number of shares for what is known as the bonus issue effect in calculating earnings per share, an independent valuation of SEK would be required, and this has not been deemed necessary.