The Swedish Code of Corporate Governance : An analysis of the Changes of Information Provided in Companies' Annual Reports

Abstract: In society today large corporations are striving to regain the trust, which has been lost dur-ing the many accounting scandals that occurred lately. As a response to minimize the con-flicts countries have introduced codes of corporate governance. It is common knowledge that a company’s stakeholders and shareholders have different knowledge and interest in the company and the annual report is the agent’s main communication channel towards the principals. The Swedish code of corporate governance was implemented in July 2005 in an attempt to reduce the information gap between the managers of the company and the own-ers. The purpose of this thesis is to examine if and how the Swedish code of corporate govern-ance has affected the content in annual reports in Sweden. We will evaluate and explain why listed companies have changed the information provided in their annual reports from the year 2001 prior to the codes existence, during the code’s implementation in year 2005, and after the implementation in 2006. A deductive method created our research model, which was used as a tool to gather the empirical findings. Agency Theory, Institutional Theory and the Swedish code constitute the foundation for our evaluation of 65 companies’ annual reports from three individual years. Once our research model was created, an explorative and inductive method was used analyse and interpret the empirical findings. Our conclusion is that corporate governance information in annual reports has increased, and the implementation of the Swedish code of corporate governance has affected the in-formation provided to the shareholders. Between 2001 and 2005 a rapid growth in infor-mation can be view, while only minor improvement can be found between 2005 and 2006. The Swedish code has been successful in its implementation as stakeholders and share-holders have received more information from the annual reports. However, we are ques-tioning the Swedish code for its extensive dimensions. Some areas of the Swedish code are provided with sufficient guidelines, while others would bring with it improved information to the shareholders by more detailed instructions. Many of the investigated companies have had their corporate governance information reviewed by an external auditor in 2005 and it is unexpected to see that this has been excluded in 2006. The examined companies provide information regarding many of the Swedish code’s rules, but we found the information re-lated to internal control, managing director and attendance at the general meeting insuffi-cient.