Governance and CSR management
The parent company of the Vattenfall Group, Vattenfall AB, is a Swedish public limited liability company with its registered office in Stockholm, Sweden. Vattenfall AB is subject to the provisions of the Swedish Companies Act (Aktiebolagslagen) . This means that the company has a board of directors that is appointed by the Annual General Meeting and which consists of non-executive directors. According to law, the board also includes employee representatives. The board of directors in turn appoints the CEO, who is also the President of Vattenfall AB and responsible for attending to the day-to-day management of the company pursuant to guidelines and instructions issued by the board of directors.
The Group’s corporate governance is based on applicable Swedish and foreign laws and regulations as well as the companies’ Articles of Association and other documents, such as the Vattenfall Management System. Where applicable, Vattenfall also complies with the rules and regulations for companies with shares listed on Nasdaq OMX Stockholm (the Stockholm Stock Exchange).
Vattenfall adheres to the Swedish Code of Corporate Governance and considers it as one of several important sets of governing regulations for external reporting and communication. Vattenfall also adheres to the Swedish state’s ownership policy. The departures that Vattenfall makes from the Code are mainly due to the company’s ownership structure – Vattenfall has only one owner, while the Code is written primarily for listed companies with broad ownership.
Governance and direction of CSR
Vattenfall does not have a separate CSR organisation. CSR issues are governed at the Group level as an integrated aspect of all other business matters. The overall strategic direction is set at Group level, and the Business Groups are managed through the strategy planning and business planning processes, in which requirements are formulated, and through the Group steering documents. The day-to-day running of operations is decentralised.
Overall CSR responsibility at the Group level rests with Vattenfall’s CEO. The Group Functions shall monitor the Business Groups with regard to the Group Functions’ respective areas of functional responsibility. Each Group Function has been assigned authority and responsibility throughout the entire Vattenfall Group within its area of expertise and responsibility. As concerns financial compliance, the Compliance Officer within Group Function Finance has specific responsibility for compliance in relation to accounting and to parts of the Vattenfall Management system. The Compliance Officer thereby requires representation letters from the line organisation. The line organisation reports all major disputes to the Legal Affairs Group Function regularly and on specific cases.
In 2008, work was started on implementation of a Group-wide whistle blowing system. A whistle blowing system has been implemented in the German organisation and will be fully implemented in the other parts of the Group in 2009. The concept of the system is that all employees, managers, consultants, contractors and suppliers who want to report a violation of law or a breach of certain internal regulations can contact one of Vattenfall’s external ombudsmen. Such local ombudsmen will consist of lawyers acting according to professional discretion, and will exist in all of Vattenfall’s core countries. To the extent the informant gives his/her consent, the ombudsman will forward information to the local compliance steering group. At the Group level, a Group Compliance Committee has been established and is responsible for communication and co-ordination of compliance issues, identification of necessary actions, recommendations for better practice and analysing whistle-blowing cases.
A comprehensive disclosure of how Vattenfall is governed (with respect to GRI-indicators 4.1–4.3, 4.5, 4.7–4.8, 4.10) can be found in the 2008 Annual Report and on the corporate governance section on www.vattenfall.com.
