Activities during the year

Annual General Meeting

The AGM was held on Thursday, April 14, 2016, in Stockholm, Sweden. A total of 1,571 shareholders were represented at the Meeting, either personally or by proxy, representing approximately 63.2% of the votes in the company. Eva Hägg, Attorney-at-Law, was elected Chairman of the Meeting.

Resolutions by the Meeting

  • dividend of SEK 5.75 (5.25) per share to be paid for the 2015 fiscal year, re-election of Board members Pär Boman, Bert Nordberg, Louise Svanberg, Barbara Milian Thoralfsson, Annemarie Gardshol and Magnus Groth, and election of new Board members Ewa Björling, Maija-Liisa Friman and Johan Malmquist, re-election of Pär Boman as Chairman of the Board, adoption of guidelines for determining the salary and other remuneration of the President and other senior executives; see chapter Remuneration and Note C3.

The minutes of the Meeting in full and information on the 2016 AGM, including the President’s speech, are available at

Nomination Committee

The 2016 AGM decided that the following procedure for appointing the Nomination Committee is to apply until further notice. The Nomination Committee is to comprise representatives of not fewer than four and not more than six of the largest shareholders in terms of voting rights as per the shareholders’ register maintained by the company on the final banking day of August, as well as the Chairman of the Board, who also convenes the first meeting of the Nomination Committee. The member representing the largest shareholder in terms of votes is to be appointed as Chairman of the Nomination Committee. If necessary, due to subsequent ownership changes, the Nomination Committee – should the number of members be less than seven – is entitled to call on one or two additional members from among the next largest shareholders in terms of voting rights, so that the total number of members amounts to not more than seven. In the event that a member steps down from the Nomination Committee before the task is completed and the Nomination Committee decides it would be beneficial for a replacement to be appointed, such a replacement is to be appointed by the same shareholder or, if this shareholder is no longer among the largest shareholders in terms of voting rights, by the next largest shareholder in terms of voting rights. Changes to the composition of the Nomination Committee are to be disclosed immediately. The composition of the Nomination Committee is to be disclosed not later than six months prior to the AGM. No remuneration is to be paid to the members of the Nomination Committee. Any expenses incurred during the work of the Nomination Committee are to be paid by the company. The mandate period of the Nomination Committee extends until the composition of the next Nomination Committee is disclosed. The Nomination Committee is to submit proposals relating to the Chairman of the Meeting, the Board of Directors, the Chairman of the Board, Board fees for the Chairman of the Board and each of the other Board members, remuneration for committee work, the company’s auditor and auditor’s fees.

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 2017 AGM

The composition of the Nomination Committee for the 2017 AGM is as follows:

  • Helena Stjernholm, AB Industrivärden, Chairman of the Nomination Committee
  • Petter Johnsen, Norges Bank Investment Management
  • Håkan Sandberg, Handelsbanken Pension Foundation, among others
  • 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 2017 AGM is presented in the notice convening the AGM on SCA’s website The 2017 AGM will be held on April 5; see chapter Information to shareholders.

The Nomination Committee was convened on seven occasions up to January 31, 2017. 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 2017 AGM, particular attention has been paid to the issues of diversity and an even gender distribution, and the Nomination Committee thus applied Item 4.1 of the Swedish Corporate Governance Code as its diversity policy when preparing these proposals. When preparing its proposal for the election of auditors, the Nomination Committee also gave consideration to the recommendation of the Audit Committee.

Board of Directors

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

Board members Pär Boman, Annemarie Gardshol, Bert Nordberg, Louise Svanberg, Barbara Milian Thoralfsson and Magnus Groth were re-elected to the Board in 2016. Ewa Björling, Maija-Liisa Friman and Johan Malmquist were elected as new Board members. Pär Boman was elected as the Chairman of the Board.

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 AGM-elected Board members have experience of the requirements incumbent upon a listed company. Five of the Board members are women, corresponding to 55% of the total number of AGM-elected Board members. The employees have appointed the following three representatives to the Board for the period until the 2018 AGM: Roger Boström, Örjan Svensson and Thomas Wiklund, and their deputies Per Andersson, Paulina Halleröd and Hans Nyqvist.

Board activities

In 2016, the Board was convened 11 times. The Board has fixed working procedures that describe 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.

In 2016, one focus area for the Board was the planned division of the company into one hygiene and one forest products company, which was announced during the year. This work involved preparations for a potential proposal concerning the distribution of shares in SCA Hygiene AB to be presented to shareholders ahead of the 2017 AGM. The work also involved preparations for the listing of SCA Hygiene AB to ensure that the company fulfils the listing requirements on Nasdaq Stockholm. As an important step in this work, all SCA Board members elected by the AGM were appointed as Board members in SCA Hygiene AB during the year and subsequently participated in the Board meetings of the respective companies.

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 2016, external expertise was used regarding the interview questions. In 2016, the evaluation took the form of an anonymous questionnaire and interviews 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 seven 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 monitoring of the 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. The Audit Committee also prepared a recommendation to be used by the Nomination Committee when deciding on its proposal to the AGM regarding the election of auditors.

Remuneration Committee

The Remuneration Committee comprises Chairman Pär Boman, Bert Nordberg and Louise Svanberg. The Remuneration Committee held three meetings during the year. Activities in 2016 mainly concerned remuneration and other employment terms and conditions for senior executives, and current remuneration structures and remuneration levels in the Group.

Internal audit

The basis of the work is a risk analysis conducted in cooperation with SCA’s management team. The risk analysis concludes in an audit plan, which is presented to the Audit Committee. In 2016, around 110 audit projects were performed. During the year, the function reported its observations at meetings with the Audit Committee.

Work in 2016 involved follow-up of the units’ progress with process-based control, follow-up of the efficiency in internal governance and control, monitoring of compliance with SCA’s policies, including follow-up of the Code of Conduct.

External auditors

The 2016 Annual General Meeting appointed the accounting firm of Ernst & Young AB as the company’s auditor for a mandate period of one year. The accounting firm notified the company that Hamish Mabon, Authorized Public Accountant, would be the auditor in charge. Hamish Mabon is also the auditor for Skanska AB, AB Tetra Pak and Husqvarna 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 2016. 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 specify 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.

Composition of the largest shareholders, Nomination Committee at August 31, 2016 (share of votes)



AB Industrivärden


Norges Bank Investment Management


Handelsbanken’s foundations, etc.




Board of Directors and committees






Attendance 2)

Board of Directors






Board of Directors (11)

Audit Committee (7)

Remuneration Committee (3)


Elected to the Board on April 14, 2016.


Board meetings January 1–December 31, 2016.

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

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

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

Pär Boman








Ewa Björling 1)









Maija-Liisa Friman 1)









Annemarie Gardshol









Johan Malmquist 1)









Bert Nordberg









Louise Svanberg









Barbara Milian Thoralfsson









Magnus Groth