The Board of Directors of AB Volvo must meet independence requirements pursuant to the Code. The Audit Committee must also meet independence requirements pursuant to the  Code and the Swedish Companies Act. Below is a short description of the independence requirements. The independence requirements mainly state that only one person from the company’s management may be a member of the Board, that a majority of the Board members elected by the General Meeting shall be independent of the company and the company management and that at least two of the Board members elected by the General Meeting who are independent of the company and the company’s management shall also be independent of the company’s major shareholders. In addition, the Code stipulates that a majority of the members in the Audit Committee shall be independent of the company and the company management, and that at least one of the members who is independent of the company and the company management shall also be independent of the company’s major shareholders. According to the Swedish Companies Act, the members of the Audit Committee may not be employees of the company and at least one member of the Audit Committee shall be independent of the company, company management and the company’s largest shareholders and have accounting or auditing expertise. With regard to the Remuneration Committee, the Code sets the requirement that members of the Remuneration Committee, with the exception of the Board Chairman if a member of the Remuneration Committee, shall be independent of the company and company management.

Prior to the Annual General Meeting 2011, considering the above requirements regarding the Board’s independence, the Election Committee reported the following understanding concerning the Board members who were elected at the Annual General Meeting in 2011:

Peter Bijur, Hanne De Mora, Louis Schweitzer, Ravi Venkatesan, Lars Westerberg and Ying Yeh were all considered independent of the company and company management as well as of the company’s major shareholders.

Leif Johansson, as Volvo’s CEO, was con­sidered independent of the company’s major shareholders but not of the company and company management. Olof Persson, who at the 2011 Annual General Meeting, was the President of Volvo Construction Equipment and who was elected a member of the Board as from September 1, 2011, when he also was to assume the position as Volvo’s CEO, was deemed independent of the company’s major shareholders but was not deemed independent in relation to the company and the company management, due to his position in the Volvo Group.

Jean-Baptiste Duzan was considered independent in relation to the company and company management. However, in his capacity as an advisor to the CEO of Renault S.A., he was deemed to have such a relation to Renault s.a.s. that he could not be considered independent thereof. Since Renault s.a.s., prior to the 2011 Annual General Meeting, controlled more than 10 percent of the votes in the company, Jean-Baptiste Duzan was not considered independent in relation to one of the company’s major shareholders.

Anders Nyrén was deemed independent in relation to the company and company management. However, due to his capacity as CEO of AB Industrivärden, he was not deemed independent thereof. Since AB Industrivärden, prior to the 2011 Annual General Meeting, controlled more than 10 percent of the votes in the company, Anders Nyrén was not considered independent in relation to one of the company’s major shareholders.

The Election Committee must also meet independence requirements pursuant to the Code. According to the Code, most of the members of the Election Committee are to be independent of the company and the company management. At least one member of the Election Committee is to be independent of the company’s largest shareholder in terms of votes or any group of shareholders that act in concert in the governance of the company. Neither the CEO nor other members of the executive management are to be members of the Election Committee. If Board members are included in the Election Committee, they may not constitute a majority of the Election Committee’s members. The Chairman of the Board of the company or any other Board member may not be the Chairman of the Election Committee. If more than one Board member is included in the Election Committee, not more than one of them may be dependent in relation to the company’s largest shareholders. All members of the Election Committee have been considered to be independent of the company and the company management. All members of the Election Committee except Jean-Baptiste Duzan have, prior to being appointed, been considered to be independent of Volvo’s largest shareholder in terms of votes. This conclusion is based on the facts that Renault s.a.s. is Volvo’s largest shareholder in terms of votes and that Jean-Baptiste Duzan represents Renault s.a.s. in the Election Committee.