Corporate Governance Report


2. General Meeting

General
The General Meeting is Volvo’s highest decision-making body. The General Meeting held within six months after the end of the fiscal year and that adopts the income statement and balance sheet is called the Annual General Meeting. The Annual General Meeting of Volvo is normally held in Gothenburg. In addition to resolutions concerning adoption of the income statement and balance sheet for AB Volvo and the Volvo Group, the Annual General Meeting also adopts resolutions concerning allocations of profit, the composition of Volvo’s Board, directors' fees and elects external auditors. Notice to attend a General Meeting is issued in the form of an announcement in Post- och Inrikes Tidningar (Swedish Official Gazette) and on the company’s website. The fact that notice has been issued is announced in Dagens Nyheter and Göteborgs-Posten.

Shareholders who are recorded in the share register five working days prior to a General Meeting and who have notified Volvo of their participation in a certain order, are entitled to participate in the Meeting, in person or by proxy, and to vote for or against the proposals put forward at the Meeting and to present questions to the Board and the President.

A shareholder who wants the Meeting to consider a special matter must submit a request to the Board in sufficient time prior to the Meeting to the address provided on Volvo’s website, www.volvogroup.com.

Resolutions at a General Meeting are normally passed by simple majority and for elections, the person who receives the most votes is considered elected. However, certain resolutions, such as amendment of the Articles of Association, require a decision by a qualified majority.

Annual General Meeting 2012
Volvo’s Annual General Meeting 2012 was held on Wednesday, April 4, 2012 in Gothenburg. The Meeting was attended by 1,401 shareholders, either in person or by proxy, representing 70.17% of the votes in the company. Attorney Sven Unger was elected Chairman of the Meeting. Members of the Board and the Group Executive Team, and Volvo’s Lead Auditor Göran Tidström representing PricewaterhouseCoopers, Volvo’s elected auditing firm, were present at the Meeting. At the Meeting, Göran Tidström announced that he would be resigning as Lead Auditor and that his replacement would be Authorized Public Accountant Peter Clemedtson.

The Annual General Meeting 2012 adopted inter alia the following resolutions:

  • to pay a dividend of SEK 3.00 per share,
  • to reelect Board Members Peter Bijur, Jean-Baptiste Duzan, Hanne de Mora, Anders Nyrén, Olof Persson, Ravi Venkatesan, Lars Westerberg and Ying Yeh,
  • to elect Carl-Henric Svanberg as new Board Member and Chairman,
  • the Board’s fees for the period up until the next Annual General Meeting,
  • to adopt the proposed guidelines for remuneration of senior executives.

Complete minutes and information about the Annual General Meeting 2012 are available at www.volvogroup.com.

Annual General Meeting 2013
Volvo’s Annual General Meeting 2013 will be held on Thursday, April 4, 2013 in Lisebergshallen, Gothenburg. For further information about the Annual General Meeting 2013, please refer to the chapter Annual General Meeting, April 4, 2013 and Volvo’s website www.volvogroup.com.