SEK's corporate governance is designed to fulfil the Swedish government’s requirements regarding return on investment and an effective and efficient organization.
SEK adheres to the Swedish Corporate Governance Code (the Code) and views it, together with the Swedish Government Owner Policy (2009), as governing its business activities.
The work of the Board of Directors
The tasks of the Chairman of the Board of Directors conform to the Swedish Companies Act and the Board of Directors’ rules of procedure.
Each year the Board establishes rules of procedure governing such matters as reporting to the Board of Directors, the frequency and form of Board meetings, and the delegation and assessment of the work of the Board of Directors and the President.
Besides the appointment of the President, the most important tasks of the Board are to draw up a business plan and budget, approve major investments and significant changes to the company’s organization, and to establish central policies. In addition, the Board monitors economic developments and has overall responsibility for internal auditing and risk management.
The Board is responsible for SEK’s financial reporting. The quality of financial reporting is ensured by the Board reading, and submitting points of view for proposals on, interim reports and annual reports prior to publication. Board meetings address issues with significant implications for financial reporting.
The work of the auditors
Each year the Board draws up a letter of engagement regarding the form that the auditors’ work is to take. During the year the auditors receive written material that is submitted to the Board of Directors and also read all the minutes of Board and Committee meetings.
In addition, the auditors participate in at least one Board meeting each year. During the year, the President of the company also has regular meetings with the auditors during which the following matters are discussed: the direction and scope of the audit, the coordination of internal and external audits, internal control, critical auditing issues and financial reports submitted by the company.
The Board Committees
The committee handles matters relating to credits and credit decisions. The Board of Directors has drawn up a credit policy and instructions for the Credit Committee. At the request of the Board, the committee has issued a credit instruction 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.
The Finance Committee is a drafting and reference group for the Board of Directors and the Executive Management in overall questions relating to the company’s financial activities. Such financial activities relate to long-term and short-term borrowing, liquidity management, risk measurement and risk limits, and matters relating to policy or quality assurance.
The Finance Committee is authorized to decide on the borrowing of certain risk capital. The Board of Directors has drawn up a financial policy and instructions for the Credit Committee. At the request of the Board, the committee has issued financial instructions that have been reported to the Board. Minutes from meetings of the committee are submitted to the Board and examined during Board meetings.
The committee handles 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 a Remuneration Policy and instructions for the Remuneration Committee. Minutes from meetings of the committee are submitted to the Board and examined during Board meetings.
The committee handles matters relating to the company’s financial reporting and corporate governance. The Board of Directors has drawn up instructions for the Audit Committee. Minutes from meetings of the Audit Committee are submitted to the Board and examined during Board meetings. The Audit Committee is mainly a preparatory body.
Terms and conditions of remuneration
The company follows the government’s guidelines on the terms and conditions on the remuneration for senior executives in companies with state ownership (20 April, 2009).
In accordance with the guidelines, the company applies the general principle that remuneration for SEK’s senior executives (the Executive Management) should be competitive, capped and appropriate for the work undertaken, as well as contributing to good ethical principles and a healthy corporate culture. Compensation should 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 and senior executives, the company offers employees a general incentive program. The maximum amount paid under the general incentive program is two months’ pay.
There is no outstanding share or share price-related incentive program for the Board or senior executives.
Details of remuneration under regulation FFFS:2011:1 are provided in the Capital Adequacy and Risk Management Report – Pillar 3 2011.
Non-compliance with the Code
Corporate governance of SEK deviates from the requirements of the Code on the following issues in respect of the 2012 financial year:
Owing to its ownership structure, SEK has no nomination committee. The nomination process instead adheres to the Swedish Government Owner Policy.
Chairman at the Annual General Meeting
Owing to its ownership structure, SEK has no nomination committee that can propose a chairman to the annual general meeting. Instead, the chairman is proposed at the annual general meeting in accordance with the Swedish Companies Act. This procedure also adheres to the Government Owner Policy.
Appointment of auditors
The nomination process for auditors follows the principles described in the Government Owner Policy.
The Board of Directors’ independence from the owner
SEK does not disclose whether members of the Board of Directors are independent in relation to the owner. This is in accordance with the Government Owner Policy, which states that nominations to the Board of Directors are made public in accordance with the Code’s guidelines, except in regard to the reporting of independence in relation to major owners. The reasons for reporting independence are not present in the case of wholly state-owned companies since there are no minority shareholders to take into consideration.