Corporate Governance code
The Swedish Code for Corporate Governance entered into force as of July 1, 2005. Subsequent to this the Code has been revised and its application broadened. The applicable Code consists of the revised version of the Swedish Corporate Governance Code, which came into force on 1 Feb 2010 (the "Revised Code 2010"), and all Instructions thereto which may subsequently be issued by the Swedish Corporate Governance Board.
During a transition period the earlier Code (the “Revised Code 2008”) was applicable alongside with the new Code in accordance with the applicable transitional provisions ("Transitional Provisions 2010").
The rules represent an addition mainly to the provisions in the Swedish Companies Act on a company’s organization, but also to the relatively extensive self regulation that exists in the area of Corporate Governance. The code is based on the principle ‘comply or explain’. Under this principle a company following the Code may depart for individual rules; however, in that event it must provide an explanation stating the reason for each departure reported.
Compliance with the Swedish Corporate Governance Code (the Code)
Securitas complies with the Code principle of “comply or explain” and in 2012, Securitas has two deviations to explain:
Code Rule 7.3 An audit committee is to comprise no fewer than three board members.
Comments: The Board of Directors deems that two members is sufficient to correctly address Securitas’ most important areas in regard to risk and audit issues, and that the incumbent members have long-standing and extensive experience in these areas from other major listed companies.
Code Rule 9.8 For share-based incentive programs, the vesting period, or the period from the commencement of an agreement to the date on which the shares are acquired, is to be no less than three years.
Comments: The implementation of the Securitas Share-based Incentive Scheme in 2010, which has been renewed annually since then, was based on the then-existing bonus structure of the Securitas Group. In simple terms, the bonus potential was increased in exchange for a one-time salary freeze and one third of the cash bonus outcome was to be received in shares in March of the year following the year in which the cash bonus would have been paid out, provided that the person remained employed by Securitas at such time. Since the program replaces an immediate cash bonus payout and is not granted in addition to already existing bonus rights, the Board deems that the two year period from the commencement of the program until the release of the shares is well motivated and reasonable in order to achieve the purpose of the program.