Corporate governance describes how rights and responsibilities are distributed among corporate bodies according to applicable laws, rules and processes. Corporate governance also defines the decision-making systems and structure through which owners directly or indirectly control a company.
Shareholders may exercise their decision-making rights in the Company at General Meetings of shareholders.
A Nomination Committee is appointed by the major shareholders in accordance with the Instruction for the Nomination Committee adopted by the Annual General Meeting of shareholders. The tasks of the Nomination Committee include the proposal of an external auditor and the proposal of Board members for election by the Annual General Meeting of shareholders.
In addition to the Directors elected by shareholders, the Board of Directors consists of employee representatives appointed by the unions. The Board of Directors is ultimately responsible for the organization of Ericsson and the management of its operations.
The President and CEO, appointed by the Board of Directors, is responsible for the day to day management of Ericsson in accordance with instructions from the Board. The President and CEO is supported by the Executive Leadership Team (ELT).
The external auditor of Ericsson is elected by the General Meeting of shareholders.
As a Swedish public limited liability company with securities quoted on NASDAQ OMX Stockholm as well as on NASDAQ New York, Ericsson is subject to a variety of rules that affect its governance. Major external rules include:
In addition, to ensure compliance with legal and regulatory requirements and the high ethical standards that we set for ourselves, Ericsson has adopted internal rules that include:
The work procedure for the Board of Directors also includes internal corporate governance rules.
The Code has been applied by Ericsson since 2005. Ericsson is committed to complying with best-practice corporate governance on a global level wherever possible. This includes continued compliance with the Code. The Code can be found on the website of the Swedish Corporate Governance Board which administrates the Code (www.corporategovernanceboard.se).
Ericsson's Code of Business Ethics sets out how the Group achieves and maintains high ethical standards. It summarizes the Group's fundamental policies and directives and underpins the importance of ethical conduct in all business activities.
Employees, suppliers, customers and other partners involved with Ericsson may report suspected violations of laws or the Code of Business Ethics as set out in the reporting violations web site.
As one of many measures to make sure the Code is followed, Ericsson is taking action against Child Sexual Abuse (CSA) by implementing a detection tool which identifies images verified by law enforcement authorities as CSA images that are stored on and/or accessed by PCs used by Ericsson employees or consultants. In all cases where the detection tool finds CSA images associated with Ericsson’s IT resources or personnel, Ericsson will in each case comply with local rules and regulation to handle the breach of the Code.
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