9.1 History of corporate governance

This section gives an overview of the history of corporate governance (bolgsstyrning) in Sweden. Companies in Sweden are characterised by the ownership of one owner or a group of owners, whose shareholdings and votes give them a controlling ownership. Only a small number of companies have dispersed ownership and lack such a controlling shareholder (Code Group 2004a: 14). These ownership characteristics have impact on the corporate governance of Swedish companies, as will become apparent in this chapter.

The discussion about corporate governance in Sweden traces back to the second half of the 1980s. The Commission on Ownership and Influence in Swedish Business (Ägarutredningen) performed an inquiry into corporate governance issues, which intensified the debate in this field. As part of this debate, the Companies Act Committee (Aktiebolagskommittén) started the revision of the Swedish Companies’ Act (Aktiebolagslagen) in 1990. This finally resulted in the revised edition of the Swedish Companies Act in 2005, which is addressed in the second section of this chapter.

Some months after the publication of the Cadbury Report in the United Kingdom, the Swedish Shareholders’ Association (Sveriges Aktiesparares Riksförbund) published a first ownership policy for shareholders in March 1993. Thereafter, a number of similar shareholders’ guidelines were released, among which was the Corporate Governance Policy of the Swedish Shareholders’ Association in 2001 (Code Group 2004a: 7-8). Thereafter, the Swedish Academy of Directors (Styrelse Akademien) issued Guidelines for Good Board Practice in 2003. This initiative was followed by the Stockholm Stock Exchange (Stockholmsbörsen), the Swedish Industry and Commerce Stock Exchange Committee (Näringslivets Börskommitté) and the Securities Council (Aktiemarknadsnämnden), which have all incorporated several corporate governance regulations and guidelines in their systems. However, none of the above-mentioned initiatives led to a broadly accepted corporate governance code or regulation. Therefore, the Code Group was established to make a proposal for a corporate governance code in Sweden, which resulted in the first Swedish Code of Corporate Governance in 2005.

This section first addresses the Corporate Governance Policy, which is a shareholder initiative. Thereafter, the work of the Code Group and the resulting Swedish Codes of Corporate Governance of 2005, 2008 and 2010 are described.