Activities during the year

Annual General Meeting

The AGM was held on Wednesday, April 15, 2015, in Stockholm, Sweden. The Meeting was attended by 1,510 shareholders, either personally or by proxy, corresponding to 67.2% of the votes in the company. Eva Hägg, Attorney-at-Law, was elected Chairman of the Meeting.

Resolutions by the Meeting

  • dividend of SEK 5.25 (4.75) per share to be paid for the 2014 fiscal year,
  • re-election of the Board members Pär Boman, Rolf Börjesson, Leif Johansson, Bert Nordberg, Anders Nyrén, Louise Julian Svanberg and Barbara Milian Thoralfsson and the election of new Board members Annemarie Gardshol and Magnus Groth,
  • Pär Boman elected as the new Chairman of the Board,
  • adoption of guidelines for determining the salary and other remuneration of the President and other senior executives; see chapter Other Group information and Note C3.

The minutes of the Meeting in full and information on the 2015 AGM, including the President’s speech, are available at

Nomination Committee

The 2012 AGM decided that the Nomination Committee should comprise representatives of not fewer than the four and not more than the six largest shareholders in terms of voting rights, as well as the Chairman of the Board, who is also the convener, and that this decision should apply until further notice. The Nomination Committee shall submit proposals relating to the Chairman of the Meeting, the Board of Directors, the Chairman of the Board, Board fees and remuneration for committee work, the election of the company’s auditor and remuneration for services rendered.

In its work, the Nomination Committee is to consider the rules that apply to the independence of Board members, as well as the requirement of diversity and breadth with the endeavor to achieve an even gender distribution and that the selection for those nominated shall be based on expertise and experience relevant to SCA.

Composition of the Nomination Committee for the 2016 AGM

The composition of the Nomination Committee for the 2016 AGM is as follows:

  • Helena Stjernholm, AB Industrivärden, Chairman of the Nomination Committee
  • Håkan Sandberg, Handelsbanken Pension Foundation, among others
  • Yngve Slyngstad, Norges Bank Investment Management
  • Hans Sterte, Skandia
  • Pär Boman, Chairman of the Board, SCA

All shareholders have had an opportunity to submit proposals to the Nomination Committee. The Nomination Committee’s proposal for the 2016 AGM is presented in the notice convening the Annual General Meeting on SCA’s website The 2016 AGM will be held on April 14; see chapter Information to shareholders.

The Nomination Committee was convened on nine occasions. The Chairman of the Board presented the Board evaluation and provided the Nomination Committee with information regarding Board and committee work during the year. When preparing proposals for the Board for the 2016 AGM, particular attention has been paid to the issues of diversity and an even gender distribution in accordance with the company’s diversity policy.

Composition of the largest shareholders, Nomination Committee at August 31, 2015 (share of votes)



AB Industrivärden


Handelsbanken’s foundations, etc.


Norges Bank Investment Management




Board of Directors

SCA’s Board of Directors comprises seven members elected by the AGM.

Board members Pär Boman, Rolf Börjesson, Leif Johansson, Bert Nordberg, Anders Nyrén, Louise Julian Svanberg and Barbara Milian Thoralfsson were re-elected to the Board in 2015. Magnus Groth, SCA’s President and CEO, and Annemarie Gardshol were also elected as new Board members. Pär Boman was elected as the Chairman of the Board. After the AGM, Anders Nyrén resigned from the Board on April 30, 2016 and Rolf Börjesson resigned on May 4, 2016.

The independence of Board members is presented in the table below. SCA complies with the requirements of the Swedish Corporate Governance Code that stipulate that not more than one member elected by the AGM shall be a member of company management, that the majority of the members elected by the AGM shall be independent of the company and company management, and that not fewer than two of these shall also be independent of the company’s major shareholders. All of the Board members have experience of the requirements incumbent upon a listed company. The employees have appointed the following three representatives to the Board for the period until the 2017 AGM: Roger Boström, Örjan Svensson and Thomas Wiklund, and their deputies Per Andersson, Paulina Halleröd and Hans Nyqvist.

Board activities

In 2015, the Board was convened 16 times. The Board has fixed working procedures that describes in detail which ordinary agenda items are to be addressed at the various Board meetings of the year. Recurring agenda items are finances, the market situation, investments and adoption of the financial statements. The Board also establishes and evaluates the company’s overall objectives and strategy and decides on significant rules with regard to the company’s social responsibility, such as SCA’s Code of Conduct. Another key task is to continuously monitor the internal control of the compliance of the company and its employees with relevant internal and external rules, and that the company has well-functioning procedures for market disclosures. On a regular basis throughout the year, the Board has also dealt with reports from the Audit and Remuneration Committees and reports on internal control and financial operations. The company’s auditors regularly present a report on their audit work and these issues are discussed by the Board. The Business Unit Presidents present reports on their respective operations and current issues affecting them to the Board.

Evaluation of the Board’s work

The work of the Board, like that of the President, is evaluated annually using a systematic and structured process, the purpose of which is to obtain a sound basis for the Board’s own development work and to provide the Nomination Committee with decision data for its nomination work. In 2015, external expertise was used regarding the interview questions. In 2015, the evaluation took the form of interviews and a questionnaire as well as group and individual discussions between the Chairman of the Board and the members. The evaluation covers such areas as the Board’s methods of work, effectiveness, expertise and the year’s work. The Board was provided with feedback after the results were compiled. The Nomination Committee was also informed of the full results of the evaluation.

Audit Committee

The Audit Committee comprises Chairman Barbara Milian Thoralfsson, Pär Boman and Bert Nordberg. The Audit Committee held five meetings during the year. In addition, members have also held internal meetings with internal audit, the auditors and the CFO, and held meetings with the auditors and CFO of Vinda in Hong Kong. In its work, which includes monitoring financial reporting, the Committee dealt with relevant accounting issues, internal auditors’ reviews, auditing work and a review of various measurement issues, such as testing of impairment requirements for goodwill, the measurement of forest assets and the preconditions for the year’s pension liability calculations.

Remuneration Committee

The Remuneration Committee comprises Chairman Pär Boman, Leif Johansson and Louise Julian Svanberg. The Remuneration Committee held seven meetings during the year. Activities in 2015 mainly concerned remuneration and other employment terms and conditions for senior executives, and current remuneration structures and remuneration levels in the Group.

Board of Directors and committees






Attendance *

Board of Directors






Board of Directors (16)

Audit Committee (5)

Remuneration Committee (7)


Board meetings January 1-December 31, 2015.

= Dependent in relation to the company’s major shareholder, AB Industrivärden.

= President of SCA, dependent in relation to the company and the Corporate Senior Management Team.

= Dependent in relation to the company, the Corporate Senior Management Team, and the company’s major shareholder, AB Industrivärden.


Chairman of the Board and member of the Audit and Remuneration Committee as of April 15, 2015.


Elected to the Board on April 15, 2015.


Member of the Remuneration Committee as of May 8, 2015.


Member of the Audit Committee as of May 8, 2015.


Elected to the Board on April 15, 2015.


Withdrew from the Board on April 15, 2015.


Withdrew from the Board on May 04, 2015.


Withdrew from the Board on April 30, 2015.


Withdrew from the Board on April 15, 2015. President and CEO until March 1, 2015.

Pär Boman 1)








Annemarie Gardshol 2)









Leif Johansson









Louise Julian Svanberg 3)









Bert Nordberg 4)









Barbara Milian Thoralfsson









Magnus Groth 5)








Sverker Martin-Löf 6)








Rolf Börjesson 7)









Anders Nyrén 8)








Jan Johansson 9)








Internal audit

The basis of the work is a risk analysis conducted in cooperation with SCA’s management. The risk analysis concludes in an audit plan, which is presented to the Audit Committee. In 2015, around 120 audit projects were performed. During the year, the function reported its observations at meetings with the Audit Committee.

Work in 2015 involved follow-up of the units’ progress with process-based control, follow-up of the efficiency in internal governance and control, follow-up of product safety and follow-up of the Code of Conduct.

External auditors

The 2015 Annual General Meeting appointed the accounting firm of PricewaterhouseCoopers AB as the company’s auditor for a mandate period of one year. The accounting firm notified the company that Anna-Clara af Ekenstam, Authorized Public Accountant, would be the auditor in charge. Anna-Clara af Ekenstam is also the auditor of SAAB AB and Knowit AB. The auditor owns no shares in SCA.

In accordance with its working procedures, the Board met with the auditors at two scheduled Board meetings in 2015. The auditors also attended each meeting of the Audit Committee. At these meetings, the auditors presented and received opinions on the focus and scope of the planned audit and delivered verbal audit and review reports. Furthermore, at the Board’s third scheduled autumn meeting, the auditors delivered an in-depth verbal report on the audit for the year. The working procedures specifies a number of mandatory issues that must be covered. These include matters of importance that have been a cause for concern or discussion during the audit, business routines and transactions where differences of opinion may exist regarding the choice of accounting procedures. The auditors also provide an account of consultancy work assigned to the audit firm by SCA and the audit firm’s independence in relation to the company and its management. On each occasion, Board members have had an opportunity to ask the auditors questions. Certain parts of the detailed discussion on the accounts take place without representatives of company management being present.