Corporate governance
in Sweden

Today, Swedish corporate governance is closely linked to how corporate governance has developed internationally in recent decades. However, the Swedish model differs in several important respects from the one-tier model used in the Anglo-Saxon countries and the two-tier model that is found in several continental European countries. Differences include how the ownership role is viewed, the distribution of responsibilities and authority among the various corporate bodies, the composition of the board and the role of the auditor.

The Board regards increasing knowledge and understanding of Swedish corporate governance as a crucial assignment, not least in the international capital market. An introductory section of the Swedish Corporate Governance Code therefore provides a general description of the Swedish corporate governance model.

To find out more about the distinctive features of Swedish corporate governance in an international perspective, see also The Swedish Corporate Governance Model, chapter 6.14 in The International Corporate Governance Handbook, Institute of Directors, London 2009.

The Board has also produced a summary in question-and-answer form of the main features of the Swedish model for corporate governance in listed companies. We welcome any suggestions on new questions or issues that should be covered.

 Frequently asked questions on the Swedish corporate governance model

The Swedish corporate governance model

Corporate governance in Swedish listed companies is regulated by a combination of written rules and generally accepted principles. The primary component of the regulatory framework is the Swedish Companies Act, but it also includes the Code and regulations in the form of listing requirements and listing agreements that apply to the regulated market on which the respective company's shares are traded. In this context, mention should also be made of the Swedish Securities Council's rulings on what constitutes generally accepted practice in the Swedish stock market.

The Companies Act

The Swedish Companies Act contains fundamental rules regarding a company's organization. The Act specifies which corporate bodies a company is to have, the tasks of each body and the responsibilities of the persons on in those corporate bodies. The Code supplements the law by placing higher demands in some areas, while at the same time making it possible for companies to deviate from these if deviation in that particular case would be considered as resulting in better corporate governance – the comply or explain principle.

The four corporate bodies 

The Swedish Companies Act stipulates that a company is to have three decision-making bodies: the shareholders’ meeting, the board of directors and the chief executive officer. These are in a hierarchical relationship. There is also to be a control body, the auditor, which is appointed by the shareholders’ meeting