The annual general meeting is H&M’s highest decision-making body. The nomination committee safeguards the shareholders’ interests and has a preparatory role ahead of the annual general meeting, including as regards motions on the composition of the board of directors.
The board of directors manages the company’s affairs on behalf of the shareholders. The board includes two employee representatives and two deputies for these, who are appointed by their respective employee organisations. H&M’s board of directors is led by the chairman of the board, Stefan Persson. The board of directors appoints the CEO, who is responsible for the daily management of the company in accordance with instructions issued by the board.
The auditing committee monitors the company’s financial reporting and is the main channel of communication between the board and the company’s auditors. Each year the auditors report to the annual general meeting on their scrutiny.
The administration of the company by the board and CEO, and the financial reporting by the company, are reviewed by auditors appointed by the annual general meeting.
Managers and employees are guided by important internal documents such as the Code of Ethics, which also provides a basis for the strong values encapsulated in ‘the spirit of H&M’ – including common sense, continuous improvement, cost consciousness, salesmanship and belief in people.
Swedish Code of Corporate Governance
The Swedish Code of Corporate Governance is based on the principle of “comply or explain”, which means that companies applying the Code may deviate from individual rules provided they give an explanation of the deviation.
Among other things, the Code means that the company’s annual report must be supplemented with a separate report on corporate governance matters in which the company must state whether and how the Code was applied during the past financial year.