Hexagon is a Swedish public limited company. Responsibility for governance and control of the Group is divided between the shareholders via the Shareholders' General Meeting, the Board of Directors and the Chief Executive Officer pursuant to the Swedish Companies Act, prevailing regulations governing listed corporations and Hexagon's Articles of Association.
Corporate governance in Hexagon is based on the Swedish Companies Act, the Swedish Annual Accounts Act, the NASDAX OMX Stockholm Exchange Rules for Issuers, the Swedish Code of Corporate Governance and other relevant laws and regulations.
In accordance with the Annual Accounts Act, Hexagon is to issue a corporate governance report for review by its auditors. The purpose of Hexagon’s corporate governance report is to describe administration of the company for shareholders and other interested parties. Good corporate governance sets the stage for clear assignment of responsibilities to the various decision-making bodies.
Hexagon has defined unequivocal roles and division of responsibility between the Board, management and various control bodies. Transparency applies to information provided to shareholders and the capital markets. Hexagon works continually to improve the company's decision-making and control systems, and as part of these efforts, at the Annual General Meeting in 2004, the company inaugurated Election and Audit Committees to deepen and rationalise the Board's activities on these issues.
Swedish Corporate Governance Code
In all essential respects, Hexagon observes the Swedish Corporate Governance Code. In those respects where Hexagon has chosen to diverge from the Code, justification for this divergence is clearly stated in the Corporate Governance Report.
Board of Directors
In accordance with the Articles of Association, the Board of Directors of Hexagon shall consist of no fewer than three and not more than nine members, elected annually by the Annual General Meeting for the period until the end of the next Annual General Meeting. The Articles of Association of the company contains no special provisions regarding the election and discharge of Board members or regarding changes of the Articles of Association. The Annual General Meeting 2012 elected seven members, including the CEO. Hexagon’s CFO, Vice President and General Counsel participate in the Board meetings. Other Hexagon employees participate in the Board meetings to make presentations on particular matters if requested. Hexagon’s auditors attend the first Board meeting of the year and report their observations from their examination of the Group’s internal controls and financial statements. Learn more about the Board of Directors.
The CEO is responsible for leading and controlling Hexagon’s operations in accordance with the Swedish Companies Act, other legislation and regulations, applicable rules for listed companies, including the Code, the Articles of Association and the instructions and strategies determined by the Board. The CEO shall ensure that the Board is provided with objective, detailed and relevant information required in order for the Board to make well-informed decisions. Furthermore, the CEO is responsible for keeping the Board informed of the company’s development between Board meetings.
The CEO has appointed a Group Management comprising heads of application areas, heads of geographical regions and certain Group staff functions, a total of eight persons. Group Management is responsible for overall business development, and apportioning financial resources between the business areas, as well as matters involving financing and capital structure. Where necessary, specialist know-how from leading experts is also commissioned. Regular management meetings constitute the Group’s forum for implementing overall controls down to a particular business operation, and in turn, down to individual company level. Learn more about Hexagon’s Group management.