Förvaltningsberättelse
1 § The annual report must include a fair review of the development activities of the company, position and results. When necessary for the understanding of financial statements, statement include references to and additional explanations of amounts reported in other parts of the annual report.
Information should also be provided
1. conditions which are not recorded in the balance sheet, income statement or the notes, but are important for the assessment of the development activities of the company, position and results,
2. such significant events for the company that occurred during the financial year or after its end,
3. company's expected future developments, including a description of the principal risks and uncertainties facing the company,
4. company's research and development,
5. its branches abroad,
6. number and par value of the treasury shares held by the company, the proportion of share capital which they represent, and the size of the consideration paid for the shares,
7. number and par value of the own shares acquired during the financial year, the proportion of share capital which they represent, and the size of the compensation paid,
8. number and par value of the shares which have been abandoned during the financial year, the proportion of share capital which they represent, and the size of the compensation obtained, and
9. reasons for acquisitions or transfers of own shares that have occurred during the financial year.
If it is essential for the assessment of the company's financial position and results, there shall also be provided the following information regarding the use of financial instruments:
1. objectives and principles for financial risk management as well, for each major type of forecasted business transaction for which hedge accounting is used, the appropriate principles for hedge, and
2. exposure to price risks, credit, liquidity risk and cash flow risk.
In addition to the information to be submitted under the first and third paragraphs, the management report contain such non- financial information necessary for understanding the development of the company, position or results which are relevant to the particular business, including information about environmental- and personnel issues. Companies engaged in activities that require permits- or reporting requirements under the Environmental Code shall always disclose the impacts on the environment.
Second paragraph 3 and 5, third paragraph and fourth paragraph, first sentence does not apply to small businesses. Create (2006:871).
1 a § In a limited liability company, whose shares are admitted to trading on a regulated market in Sweden, the management report also contain
1. the latest guidelines of the kind referred to in 8 Chapter. 51 § Companies (2005:551), and
2. Board's proposal for guidelines that apply as of the next Annual General Meeting.
Information under paragraph 1 may be submitted in connection with the information provided under 5 Chapter. 20 or 22 §. In such cases, the Directors' Report contain a reference to where the information has been. Create (2007:541).
2 § In limited companies and economic associations, to be in the management report also contains proposals for appropriations of the company's or association's profit or loss. In an economic association should, if the association is the parent, Moreover, given the amount spent as the financial statements of companies within the group to be transferred from unrestricted equity of the Group to restricted equity. Create (2005:918).
2 a § In a company whose shares are admitted to trading on a regulated market or an equivalent market outside the European Economic Area, it must be in the management report also gives information about the
1. the total number of shares in the company, the number of shares of different classes and, for each class, which rights shares gives the company,
2. restrictions on transfer of shares due to law or the Articles of Association,
3. direct or indirect shareholding in the Company, representing at least one tenth of the voting rights of all shares in the company,
4. employee share ownership in the company through pension funds or similar, of the voting rights of these shares can not be exercised directly by the employees,
5. restrictions on how many votes each shareholder may cast at a general meeting,
6. company knows of agreements between shareholders that may result in restrictions on the transfer of shares,
7. provisions of the Articles of Association regarding the appointment and dismissal of directors and amending the Articles of Association,
8. by the General Meeting provided appropriations to the Board of Directors to the company to issue new shares or repurchase shares,
9. significant agreements to which the company is a party and which take effect or amended or terminated if control of the company changes as a result of a public takeover offer,
10. effects of the agreements referred to in paragraph 9, however, when contracts are of such a nature that its disclosure is likely to harm the company seriously and the company does not specifically obliged to disclose such information on the basis of other legal requirements, and
11. agreements between the company and directors or employees providing for compensation if they resign, redundant without valid reason or if their employment ceases because of a takeover bid for the shares in the company. Create (2007:541).
3 § Economic compounds, in the management report also provide information on
1. significant changes in the number of members,
2. sums of the bet amount to be repaid in the next fiscal year under the provisions of 4 Chapter. 1 and 3 § § Act (1987:667) Economic Associations,
3. the right to a dividend-made capital contributions leads, and
4. the sum of the capital contributions made redundant and must be redeemed over the next two financial years.
What is said in the first paragraph 2 also applies to the redemption amount for member's share in a sambruksförening Act (1975:417) if sambruksföreningar. Create (1999:1112).
4 § Foundations should be in the management report also provide information on how the Foundation's purposes have been promoted during the financial year. Create (1999:1112).
Funding Analysis
5 § The financial analysis should be shown the company's financing and capital investments during the fiscal year. Create (1999:1112).
Corporate Governance Report
6 § The management report for the company whose shares, warrants or debt securities are admitted to trading on a regulated market shall include a corporate governance report, unless the company has chosen under 8 § instead establish a separate from the annual corporate governance report.
Corporate governance report must contain information about the
1. the corporate governance principles applicable, beyond those required by law or regulation, and where data on these principles is available,
2. the key elements of the Company's system of internal control and risk management in relation to financial reporting,
3. direct or indirect shareholding in the Company, representing at least one tenth of the voting rights of all shares in the company,
4. restrictions on how many votes each shareholder may cast at a general meeting,
5. provisions of the Articles of Association regarding the appointment and dismissal of directors and amending the Articles of Association,
6. by the General Meeting provided appropriations to the Board of Directors to resolve to issue new shares or repurchase shares,
7. the shareholder meeting, AGM's main decision-making authority, shareholders' rights and how those rights are exercised, to the extent that these conditions are not clear from the law,
8. how the Board and, where appropriate, the company established committees are constituted and how they work, to the extent that these conditions are not clear from the law.
If the company does not apply a code of corporate governance, Reasons shall be stated. About the Company to lend a code of corporate governance, should, where appropriate, indicate the parts of the code that the company departs from and the reasons for this. Create (2009:34).
7 § A limited company with only warrants or debt securities admitted to trading on a regulated market does not need in the corporate governance report provide the information specified in 6 § second paragraph 1, 7 and 8 and in the third paragraph of the same section. This does not apply if the company's shares are traded on a trading facility as 1 Chapter. 5 § 12 Law (2007:528) Securities Market. Create (2009:34).
8 § Instead of establishing corporate governance report as part of the management report as 6 § Company may elect to establish the report as a separate document from the annual. The report shall also in such a case, the contents shown in 6 and 7 §§. It shall be submitted to the auditor within the same time as the annual report.
If the company has chosen to establish corporate governance statement as from the annual separate document and such information referred to in 6 § 3-6 second paragraph is included in the Directors' Report, such information need not be provided in the report. If the information is not included in the Corporate Governance Report, it shall instead include a statement about the place of the annual report where the information is provided.
If the company has decided to establish a corporate governance report under this section, this should be stated in the Report. Create (2009:34).
9 § If the management report contains an indication referred to in 8 § third paragraph, the company's auditor in a written, signed opinion comment on whether such a report referred to therein have been prepared or not. In the case of information referred to in 6 § 2-6 second paragraph of the opinion shall also contain a statement as to whether the information is consistent with the financial statements. Has the report been included such information as referred to in 7 Chapter. 31 § second paragraph, opinion shall also contain a statement as to whether these data are consistent with the consolidated financial statements.
The auditor's opinion shall be submitted to the Board within the same time as the audit report, and then appended to the Corporate Governance Report,sv. Create (2009:34).