Autoliv is a company headquartered in Stockholm, Sweden, and incorporated in the State of Delaware, USA. In general, Autoliv is in compliance with the regulations of Delaware relating to the organisation and procedures of the Annual General Meeting.

Under ITEM 1.2, it is proposed to re-appoint the Chairman of the Board of Directors, Mr. Jan Carlson, who was the CEO of the Company from 2007 to 2018. As the appointment of a former CEO as Chairman of the Board of Directors is contrary to ECGS guidelines, it recommends to vote OPPOSE.

Under ITEM 1.9, it is proposed to re-appoint the non-executive Director Mr. James M. Ringler, who is currently the Lead Independent Director. Even though Mr. Ringler is deemed independent by the Company, he is not according to ECGS guidelines, because he has served as Director for 17 years. Concerns may also arise over his aggregate time commitments. Therefore, ECGS recommends to vote OPPOSE.

Under ITEM 2, shareholders are called to an advisory vote on the executive compensation. The quality of disclosure is very good, but ECGS strongly regrets that 25% of the long-term incentive does not depend on any performance conditions, and that the policy specifically allows accelerated vesting of both the Restricted Shares and Performance Shares in the event of a change in control of the Company, which is not in accordance with its guidelines. Therefore, ECGS recommends to vote OPPOSE.

Under ITEM 3, the Board proposes to re-appoint Ernst & Young as external auditor. ECGS notes that Ernst & Young has been in office for the last 35 years and there is no disclosure to suggest that the current mandate has been tendered in the past. As such the current term in office is not in accordance with its guidelines, ECGS recommends to vote OPPOSE.