Position paper individual board election and vote count

The Swedish Corporate Governance Board has received a letter from a number of international institutional investors regarding the introduction of a rule in the Swedish Corporate Governance Code concerning elections to company boards. Similar claims were also submitted by Norges Bank Investment Management ("NBIM"). According to the investors in question, it should be mandatory for nomination committees of listed companies' to present their nominations as a set of individual proposals, one for each proposed member of the board, and that voting at the shareholders' meeting should take place individually for each proposed candidate. Furthermore, each vote count should be conducted individually and each result should be recorded in the minutes.

In the light of the opportunities that Swedish company law provides and the well-functioning practices that currently exist within companies and their nomination committees, the Corporate Governance Board does not find sufficiently strong grounds for introducing rules into the Code which stipulate individual ballots or automatic counting of votes at the election of directors.