Corporate governance

Corporate governance describes the ways in which rights and responsibilities are distributed among the various corporate bodies according to applicable laws, rules and processes.

Good corporate governance is an important objective for Fabege. The shareholders and financial markets should apprehend that decisions are made on rational grounds and with the objective of creating increased shareholder value. By providing information about conditions and decisions and evaluating risks in a transparent manner, increased trust in the business and its processes is achieved, which also enhances the company's value.
 
The division of responsibility between the different corporate bodies of Fabege is determined by applicable legislation. In brief, the division of responsibility can be described as follows:

Shareholders
In Fabege all shares carry the same voting rights, which means that opportunities to exercise influence as an owner are consistent with each shareholder’s capital share in the company.

Articles of Association
Fabege’s Articles of Association state that the company shall seek to acquire, manage, add value to and divest properties. The Board of Directors has its registered office in Stockholm. In other respects, the Articles of Association contain provisions on the number of shares, the number of
Directors and auditors, and the Annual General Meeting (AGM).

Nominating Committee
The Nominating Committee is appointed by the major shareholders in accordance with a procedure adopted by the Annual General Meeting of shareholders. The Committee’s task is to draw up proposals for the appointment of the AGM chairman, Chairman of the Board and Directors, Directors’ fees, the appointment of auditors, auditors’ fees and any amendments to the principles governing the election of the Nominating Committee.

The Board of Directors
The Board of Directors is ultimately responsible for the company’s organisation and the administration of the company’s affairs.The Board is required to continuously assess the financial situation of the company and Group. Its main task is to manage the company’s activities on behalf of the owners in a way that secures the owners’ interest in a strong long-term return on capital.

Chief Executive Officer
The Chief Executive Officer is responsible for operational governance and for the day-to-day management and leadership of the business, in accordance with the
guidelines, instructions and decisions adopted by the Board of Directors.

Management Group
The CEO directs the work of Group management and reaches decisions in consultation with the other members of management. Group management jointly conducts
the operational control and manages the business and engages in daily management in accordance with the Board’s guidelines, instructions and resolutions.

Auditing
The external auditor of Fabege is elected by the General Meeting of shareholders.

Fabege is a Swedish public limited-liability company with registered office in Stockholm. The company’s corporate governance is based on its Articles of Association, the Swedish Companies Act and other applicable laws and regulations. Fabege applies the Swedish Corporate Governance Code (the “Code”),
whose main purpose is to improve standards of governance among Swedish businesses.