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The Nordic Model

The Nordic Corporate Governance Codes Slide show at meeting on harmonization of Nordic corporate governance Stockholm 2007-06-27 Per Lekvall. THE REGULATORY FRAMEWORK. The Nordic Model. The Anglosaxon Model. A G M. A G M. Ownership level. Auditors. Monitoring & steering level. Board.

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The Nordic Model

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  1. The Nordic Corporate Governance CodesSlide show at meeting on harmonization of Nordic corporate governanceStockholm 2007-06-27Per Lekvall

  2. THE REGULATORY FRAMEWORK The Nordic Model The Anglosaxon Model A G M A G M Ownership level Auditors Monitoring & steering level Board Board CEO Auditors Executive level CEO

  3. VARIATIONS OF THE NORDIC MODEL Ownership level A G M F, N Supervisory Board Auditors Monitoring & steering level Board Executive level F, N, I, S CEO DK Mgmt Board

  4. SCOPE OF THE CODES Does the code include provisions about... DENMARK FINLAND ICELAND NORWAY SWEDEN CG CORE MATTERS The AGM? Board composition, duties and committees? The CEO/Mgmt board? Remuneration policies? Internal control & risk mgmt Auditors and auditing? Disclosure of CG information? NO YES YES YES YES YES NO OTHER CG-RELATED AREAS Definition of company areas of activity in the Charter? YES YES Shareholders, trading of shares, capital structure & distribution? (YES) YES Dual class shares? Shareholders’ rights at takeovers? YES YES Insider information? YES ”Stakeholder” relations? YES

  5. SOME DEVIATIONS IN SUBSTANCE BETWEEN THE CODES DENMARK FINLAND ICELAND NORWAY SWEDEN Nomination of Board members --- Board sub- committee Body elected by the AGM Independence of Board members Majority/min 50%/ indep. of the co. Min. 2 also indep. of major owners Min 50% indep. of company and major owners Max. one from co. mgmt on the Board (usually the CEO) CEO and other mgmt members on the Board? None from comp. mgmt on the Board None from comp. mgmt on the Board --- --- Election of Chairman --- --- --- By the AGM Composition of audit committee Min 3/2/, majority indep of company and major owners Min. 3, majority indep of co, none from co. mgmt. Min. 3, majority indep of company Min. 3/2/, majority indep of company --- Incentive schemes for company mgmt Recomm’s about design but nothing on who decides Share-related programs should be approved by AGM Recomm’s about design but nothing on who decides Share-related programs to be approved byAGM ---

  6. TENTATIVE CONCLUSIONS • Our codes all have emerged from the same international CG development and are applied within a largely similar Nordic ownership and legal framework. • There are important differencies regarding the scopes of the codes as well as in many details within the ”CG core area”. • However, in general these don’t seem to be of a magnitude that a priori rules out the possibilities to develop a significant common ground of basic rules and recommendations within this area.

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