Governance model

The responsibility for management and control of the Trelleborg Group is distributed between the shareholders, the Board of Directors, its elected committees and the President, as illustrated below. 

Accounting principles

General accounting policies

The Parent Company, Trelleborg AB (publ), is a limited liability company with its registered office in Trelleborg, Sweden. The Parent Company is listed on Nasdaq Stockholm. The Board of Directors resolved to adopt these consolidated financial statements for publication on March 2, 2023.

 

Basis of preparation

The Trelleborg Group’s financial statements have been prepared in accordance with the Swedish Annual Accounts Act, RFR 1 Supplementary Accounting Rules for Corporate Groups and the International Financial Reporting Standards (IFRS) and IFRIC interpretations, as approved by the EU.

The Group’s financial statements have been prepared in accordance with the cost method, with the exception of certain financial instruments that were measured at fair value.


The Parent Company applies the same accounting policies as the Group, except in the instances stated in Note 35 “Parent Company’s accounting policies.” The differences arising between the Parent Company and the Group’s accounting policies are attributable to limitations on the ability to apply IFRS in the Parent Company, primarily as a result of the Swedish Annual Accounts Act.

 

These policies were applied consistently for all years presented, unless otherwise stated.

 

Articles of Association 

Please click show more to read the full article. 

Articles of Association for 556006-3421 Trelleborg AB (publ)

 

1. The name of the Company is Trelleborg AB. The Company is public (publ).

 

2. The registered office of the Company shall be situated in Trelleborg.

 

3. The objective of the Company’s operations - directly or indirectly – is to conduct manufacturing and sales, as well as service and contracting operations within, primarily, the rubber and plastics industries, as well as other operations connected with or complementary to the said fields, and to engage in finance and liquidity management as well as management of real and movable estate.

 

4. The share capital shall amount to a minimum of 2,000 million Swedish kronor (SEK 2,000 M) and a maximum of 8,000 million Swedish kronor (SEK 8,000 M).

 

5. The number of shares shall amount to not less than 175,000,000 and not more than 700,000,000.

 

6. Shares may be issued in two series, designated series A and B. Series A shares can be issued in a number equivalent to a maximum of 1/3 of the shares in the Company and series B shares in a number equivalent to a maximum of 91/100 of the shares in the Company. One series A share carries the right to ten (10) votes, and one series B share carries the right to one (1) vote.

 

Series A and series B shares carry equal rights to participation in the Company's assets and profits.

 

If the Company decides to issue new series A and series B shares by a cash or offset issue, holders of series A and series B shares shall have preferential rights to subscribe for new shares of the same share type, in relation to the number of shares the holder owns prior to the new issue (primary preferential rights). Shares that are not subscribed for by primary preferential rights shall be offered to all shareholders for subscription (subsidiary preferential rights). If shares offered in this way are not sufficient in number for the subscription by subsidiary preferential right, the shares shall be divided between the subscribers in relation to the number of shares owned by them prior to the division or, if
this is not possible, by lot.

 

If the Company decides to issue by cash or offset issue shares only of series A or series B, all shareholders, irrespective of whether their shares are of series A or series B, shall have preferential rights to subscribe for new shares in proportion to the number of shares owned prior to the issue.

 

If the Company decides to issue by cash or offset issue share warrants or convertibles, shareholders have preferential rights to subscribe for warrants as if the issue applied to those shares that may be subscribed on the basis of the warrants, or preferential rights to subscribe for convertibles as if the issue applied to those shares for which the convertibles may be exchanged.

 

The aforementioned shall not restrict the possibility to decide on a cash or offset issue for which the shareholders' preferential rights are waived.
In the case of an increase in the share capital by a bonus issue, new series A and series B shares shall be issued in proportion to the previous number of shares of these share types. Thus, old shares of a certain share type shall carry entitlement to new shares of the same type. The aforementioned shall not restrict the possibility of issuing shares of a new series through a bonus issue following the necessary amendment to the Articles of Association.

 

7. The part of the Board that is elected by the Annual General Meeting shall consist of a minimum of three and a maximum of ten members with no deputies. Members are elected annually at the Annual General Meeting for the period up to the end of the next Annual General Meeting.

 

8. A registered auditing firm shall be appointed as auditors.

 

9. Notice convening a shareholders’ meeting shall be announced in the Post- och Inrikes Tidningar and on the company’s website. An announcement that notification of the shareholders’ meeting has taken place shall also be made in Dagens Industri.

 

To participate in a shareholders’ meeting, shareholders shall notify the Company not later than the date specified in the notice convening the meeting. This may not be a Sunday, public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve, nor may it fall less than five working days prior to the meeting.

 

Assistants may only accompany shareholders at shareholders’ meetings if such a shareholder gives notification of the number of assistants in the manner described above in connection with notification of shareholders’ participation in shareholders’ meetings.

 

10. Shareholders' meetings shall be held in Trelleborg.

 

11. The following matters shall be considered at the Annual General Meeting:

1. Election of Chairman of the meeting.
2. Confirmation and approval of the register of voters.
3. Election of one or two officers to verify the minutes.
4. Confirmation that the meeting has been properly convened.
5. Approval of the agenda.
6. Submission of the Annual Report and the Auditor's Report, and the consolidated Financial Statement and the consolidated Auditor's Report.
7. Resolutions concerning:
a. Adoption of the Income Statement and the Balance Sheet and the consolidated Income Statement and the consolidated Balance Sheet.
b. The disposition of the Company’s profit or loss in accordance with the adopted Balance Sheet.
c. The discharge of the members of the Board and the President from personal liability.
8. Confirmation of the number of Board members.
9. Confirmation of fees for members of the Board and the registered firm of auditors.
10. Election of Board members and, if applicable, the registered firm of auditors
11. Other matters to be considered at the Annual General Meeting in accordance with the Swedish Companies' Act (2005:551) or the articles of association of the Company.

 

12. At a shareholders’ meeting, each registered voter is entitled to vote for the full number of shares owned and represented by him/her.

 

13. Those who are not shareholders shall have the right to attend or otherwise follow the proceedings of the shareholders’ meeting according to conditions determined by the Board.

 

14. The Board may resolve, ahead of a shareholders’ meeting, that the shareholders shall be entitled to exercise their voting rights by post prior to the shareholders’ meeting.

 

15. The calendar year shall be the Company's fiscal year.

 

16. Shareholders or trustees who, on the record date, are entered in the shareholders’ register and noted in a control register in accordance with Chapter 4 of the Swedish Central Securities Depositories and Financial Instruments Accounts Act (1998:1479) or those listed in a control account, in accordance with Chapter 4, Section 18, paragraph 1, lines 6 – 8 of the aforementioned Act shall be deemed to be authorized to exercise the rights detailed in Chapter 4, Section 39 of the Swedish Companies Act (2005:551).

 

 

Adopted at the Annual General Meeting on April 22, 2021.

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Annual General Meeting 

The Annual General Meeting of Trelleborg AB (publ) will be held on April 27, 2023
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Remunerations 

The latest remuneration figures and the principles and programs that determine executive earnings.
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organization

Organization and group management

Trelleborg’s operations are organized into three business areas and into a number of group functions. The President and CEO, CFO, the Presidents of the various Business Areas as well as senior vice presidents of group functions comprise the Group management.
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Board of Directors and Auditors 

Composition of the Board: In accordance with the articles of association, the Board of Directors shall consist of three to ten members, without deputies. Board members are elected annually by the Annual General Meeting for the period until the next Annual General Meeting.
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Internal Control

Trelleborg has defined internal control as a process that is influenced by the Board of Directors, the Audit Committee, the President, Group Management and other employee.
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Risk Management

All business activities involve risk. Risks that are effectivly managed may lead to opportunities and value creation, while risks that are not managed correctly could result in damage and losses. 
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UK Compliance

Tax Strategy

Trelleborg’s tax strategy for the UK as set out by Paragraph 19(2) and 22(2) of Schedule 19 to Finance Act 2016.  

S.172

The directors of UK companies must act in good faith, in accordance with the general duties to promote the success of the company for the benefit of its members as a whole, set out in section 172 of the Companies Act 2006. These Section 172(1) reports for qualifying UK subsidiaries within the Trelleborg Group can be downloaded here.
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