The Board of Directors of Volvo must meet independence requirements pursuant to the Code. Until October 1, 2009 the Rule Book for Issuers issued by NASDAQ OMX Stockholm (the "Stockholm Exchange") also contained independence requirements. Below follows a short description of the rules of the Code.
The independence requirements mainly mean that only one person from the company’s management may be a member of the Board, that a majority of the Board members elected by the General Meeting shall be independent of the company and the company management and that at least two of the Board members elected by the General Meeting that are independent from the company and the company’s management shall also be independent of the company’s major shareholders.
In addition, the Code demands that a majority of the members in the Audit Committee shall be independent of the company and the company management and that at least one member shall be independent of the company’s major shareholders. A member of the Board who is a member of the company management shall not be a member of the Audit Committee. With regard to the Remuneration Committee, the Code sets the requirement that members of the Remuneration Committee, with the exception of the Board chairman if a member of the Remuneration Committee, shall be independent of the company and company management.
Considering the above demands regarding the Board’s independence, the Election Committee has reported to the company, prior to the Annual General Meeting of 2009, the following understanding about the independence from the company and the company management as well as the company’s largest shareholders with regard to the Board members who were elected at the Annual General Meeting in 2009:
Finn Johnsson, Peter Bijur, Jean-Baptiste Duzan, Anders Nyrén, Louis Schweitzer, Ravi Venkatesan, Lars Westerberg and Ying Yeh are all independent from the company and company management.
Leif Johansson, as Volvo’s CEO, is not independent of the company and company management.
Jean-Baptiste Duzan is Senior Vice President and Advisor to the CEO, Renault, and Louis Schweitzer is Chairman of the Board of Renault, and they represent Renault on the company's Board of Directors. Since Renault controls more than 10% of the shares and votes in Volvo, these persons may not, pursuant to the Code and the then applicable rules of the Stockholm Exchange, be considered as independent in relation to one of the company’s major shareholders.
It shall be noted that after the Annual General Meeting of AB Volvo 2009, Louis Schweitzer has left his assignment as Chairman of Renault. He does, however, still represent Renault on the company's Board.