Corporate Governance Report Hexagon’s Corporate Governance Hexagon is a Swedish public limited company. Responsibility for governance and control of the group is divided between the shareholders via the Shareholders’ General Meeting, the Board of Directors and the Chief Executive Officer pursuant to the Swedish Companies Act, prevailing regulations governing listed corporations and Hexagon’s Articles of Association. Hexagon has defined unequivocal roles and division of responsibility between the Board, management and various control bodies. Transparency applies to information provided to shareholders and the capital markets. Hexagon works continually to improve the company’s decision-making and control systems, and as part of these efforts, at the Annual General Meeting (AGM) in 2004, the company inaugurated Election and Audit Committees to deepen and rationalize the Board’s activities on these issues. Hexagon’s corporate governance process is illustrated schematically below. In all essential respects, Hexagon observes the Swedish Corporate Governance Code. In those respects where Hexagon has chosen to diverge from the Code, justification for this divergence is clearly stated in the relevant section of the Corporate Governance Report. This Corporate Governance Report has not been subject to specific review by Hexagon’s auditors. Articles of Association Hexagon’s current Articles of Association were adopted on 15 September 2005, and state that the company’s operations are ElectionCommitteeAGMShareholdersOperationsManagementTeamCEO / Group ManagementBoardAuditorsRemuneration CommitteeAuditCommittee to own and manage shares in manufacturing, trading and servicing corporations, and to own and manage real estate, securities, conduct administrative operations for subsidiaries, and related business. The Articles of Association also formalize issues such a shareholders’ rights, the number of Board members and auditors, that the AGM should be held once annually within six months of the end of the financial year, the notice convening AGMs, and that the company’s Board has its registered office in Stockholm, Sweden. The current Articles of Association are available at www.hexagon.se. Annual General Meeting The shareholders’ general meeting is Hexagon’s supreme executive forum, where all shareholders may participate. Usually, the AGM is held in May in Stockholm, Sweden. The AGM can only be observed on-site, because there has been no demand for participation from other locations. The corporation’s progress is considered at the AGM, which resolves on a number of central issues such as dividends, remuneration to the Board and auditors, amendments to the Articles of Association, discharging the Board from liability, and resolutions on the Board for the forthcoming twelve 31 HEXAGON ANNUAL REPORT 2005