Corporate Governance ASSA ABLOY AB is a Swedish public limited liability company with registered office in Stockholm, Sweden, whose Series B share is listed on the Nasdaq Stockholm. The corporate governance of ASSA ABLOY is based on the Swedish Companies Act, the Annual Accounts Act, the Nasdaq Stockholm Rule Book for Issuers and the Swedish Corporate Governance Code (the Code) (www.bolagsstyrning.se), as well as other applicable external laws, rules and regulations, and internal rules and regulations. 2019 Corporate Governance Report has been prepared as part of ASSA ABLOY’s application of the Code. ASSA ABLOY follows the Code’s principle to “comply or explain” and in 2019 ASSA ABLOY has one deviation to explain. The Nomination Committee deviates from Rule 2.4 of the Code in that the Vice Chairman of the Board of Directors, Carl Douglas (Investment AB Latour), is also the Chairman of the Nomination Committee. The reason for this deviation is that the major shareholders consider it to be important to have the representative from the largest shareholder as Chairman of the Nomination Committee. The report is examined by ASSA ABLOY’s auditor. Corporate Governance structure Shareholders’ rights to decide on the affairs of ASSA ABLOY are exercised at the General Meeting. The Annual General Meeting should be held within six months of the end of the company’s financial year. Matters considered at the Annual General Meeting include: dividend; adoption of the income statement and balance sheet; discharge of the members of the Board of Directors and the CEO from liability; election of members of the Board of Directors and Chairman of the Board of Directors and auditor; determination of remuneration guidelines for senior executives and fees for the Board of Directors and auditor. The Annual General Meeting 2018 adopted an instruction for the Nomination Committee, including a procedure for appointment of the Nomination Committee which applies until further notice. Pursuant to this instruction the Nomination Committee shall be composed of representatives of the five largest shareholders in terms of voting rights registered in the shareholders’ register maintained by Euroclear Sweden AB as of August 31 the year before the Annual General Meeting. The Nomination Committee has the task of preparing, among other things, the election of the members of the Board of Directors and the election of the auditor as well as their fees. Since the Annual General Meeting 2020 the Board of Directors consists of eight members elected by the General Meeting and two employee representatives, together with two deputies, appointed by the employee organizations in accordance with Swedish law. The Board of Directors is responsible for the organization and administration of the Group and for ensuring satisfactory control of bookkeeping, asset management and other financial circumstances. The Board of Directors has a Remuneration Committee and an Audit Committee. The purpose of these Committees is to deepen and streamline the work of the Board of Directors and to prepare matters in these areas. The CEO is responsible to the Board of Directors for the day-to-day management of the company. The Executive Team of ASSA ABLOY consists of the CEO, the heads of the Group’s divisions, as well as HID Global and Global Solutions, the Chief Financial Officer, and the Chief Human Resources Officer. As of February 2020, the Head of business segments Industrial and Residential within the Entrance Systems division is also part of the Executive Team. ASSA ABLOY’s operations are decentralized and divided into five divisions: EMEA, Americas, Asia Pacific, Global Technologies and Entrance Systems. ASSA ABLOY’s auditor is appointed at the Annual General Meeting.