Rules and regulations
As a Swedish public limited company with securities listed on NASDAQ OMX Stockholm, ICA Gruppen is obliged to comply with a number of rules that affect governance of the Company. The main external rules include the Swedish Companies Act, the NASDAQ OMX Stockholm Rule Book for Issuers and the Swedish Corporate Governance Code (the Code).
Deviations from the Code, stock exchange rules or good stock market practice
Until the Annual General Meeting on 20 May 2013 the Audit Committee had two members and ICA Gruppen thus deviated from rule 7.3 of the Code, which states that the Audit Committee is to have three members. Since the Annual General Meeting the Audit Committee has had four members. The reason for the deviation was the Company’s previous structure, in which ICA AB – which through a shareholder agreement was 50% controlled (40% owned) by the Company (formerly Hakon Invest) and made up the bulk of the Company’s holdings – had its own Audit Committee, and the fact that the Company had a representative on this committee. The Company therefore judged that it was sufficient for the Company’s Audit Committee to have two members. In addition, the Company deviated from rule 9.2 of the Code in respect of the Remuneration Committee and independence of members in relation to the Company and its management, in that committee member Fredrik Hägglund is not deemed to be independent in relation to the Company and its management, see section Independence of Board members. The reason for the deviation is that, through his former position of Legal Counsel at Hakon Invest and as a member of the board of ICA AB, Fredrik Hägglund has extensive experience of both the establishment and definition of remuneration principles for the management of the Company, i.e. the former management of ICA AB; moreover, he also has wide-ranging experience of remuneration programmes in listed and unlisted companies. Thus the committee gains necessary and valuable expertise while at the same time maintaining continuity. There were no other deviations from the Code or from stock exchange rules. The Company has thus not been the subject of a Disciplinary Committee decision by NASDAQ OMX Stockholm or a decision on infringement of good practice in the stock market by Aktiemarknadsnämnden (the Swedish Securities Council).
ICA Gruppen has a number of internal rules which, together with the external rules, provide a framework for its operations. The main rules are the Articles of Association, the rules of procedure for the Board of Directors and each committee, the instructions for the CEO including instructions on financial reporting, delegation arrangements and ICA’s Good Business. In addition, there are the following fundamental policies:
- Financial Policy
- Insurance Policy
- Guarantee Policy
- Information Policy
- Corporate Security Policy
- Legal Matters Policy
- Tax Policy
ICA’s Good Business
ICA Gruppen’s internal rules and policies relating to ethics and social responsibility are brought together in ICA’s Good Business. ICA’s Good Business are designed to be applied practically in day-to-day operations; policies and associated guidelines provide support and help with this. ICA’s Good Business state that ICA will:
- Be driven by profitability and high ethical standards
- Listen to customers and always base decisions on their needs
- Nurture diversity and growth among its employees
- Maintain an open dialogue internally and with the community
- Ensure quality and safe products
- Promote a healthy lifestyle
- Adopt sound environmental practices to promote sustainable development
For some years the companies in ICA Gruppen have been using selected key indicators in the areas of the working environment, the environment, equality, human rights and quality. The Company publishes quarterly reports on its sustainability work showing ongoing developments during the year. The report covers all the companies in the Group except the Portfolio Companies. In addition, the Company publishes an annual sustainability report in accordance with Global Reporting Initiative (GRI) guidelines to provide an overall picture of its sustainability work. Read more about the Group’s sustainability work in section Sustainability report and on the Company's website, www.icagruppen.se.
ICA Gruppen has a Business Ethics & Policy Committee which is tasked with developing and, if need be, monitoring the Company’s application of ICA’s Good Business and the corporate responsibility strategy. The Committee reports to the CEO, is interdepartmental and consists of representatives of the Company’s central functions.