Welcome, and thank you everyone for dialing into this call. The company has issued various statements over the past several weeks related to the 2019 investigation of wrongdoing in Iraq. The goal of this call is to provide an update on what we are doing moving forward to help ensure that stakeholders can have the confidence in the company's compliance and governance functions. With me today on this call, I have Ronnie Leten, our Chairman. I have Börje Ekholm, our CEO. I have Scott Dresser, our new CLO or Chief Legal Officer. I also have Carl Mellander, our CFO, and Laurie Waddy, our Chief Compliance Officer. It is important to note that we are in an ongoing process with the U.S. Department of Justice, and we'll share today what we're able to do, but we will not go beyond this.
Bear this in mind when asking questions during the Q&A session. I will make this statement. During this session, we will be making forward-looking statements. Such statements are based on our current expectations and are subject to risks and uncertainties that could materially affect our business and results. Please read our earnings report and our most recent annual report for a better understanding of these risks and uncertainties, and please see the last page in this presentation for further information about forward-looking statements. Any forward-looking statements made during this presentation speak only as of the date of this presentation, and Ericsson expressly disclaims any duty to provide updates to these forward-looking statements and the estimates and assumptions associated with them. We will begin with our speakers, and then we'll have an open Q&A.
Please note, though, that this is a meeting that we have ahead of the AGM, and we will only answer questions from voting shareholders, as we are a bit restricted on time, I would kindly request that you only ask two questions at a time. With that, I will leave the word to you, Ronnie. Please, Ronnie.
Thank you, Peter. Thank you for the introduction, and thank you all for joining. We consider this to be an important call and an important time for the company. I would like to cover a number of significant points before the AGM next week. To start, you will have seen the statement released by myself and our board yesterday expressing our unqualified support for our CEO, Börje Ekholm. To understand where we are today, I would also like to take a step back and consider where we came from. Back in 2017, Börje inherited a business, or I should say, a company in crisis. Financial performance was poor. Our technology leadership had been lost, and the company had a history of compliance failings and inefficient controls. In 2019, Ericsson reached a resolution with the U.S. Department of Justice.
That was a challenging time, and we accepted accountability and committed to significantly overhauling our compliance and controls while under the oversight of a monitor for three years, and this beginning in June 2020. This journey is well underway, and since 2017, when Börje, as CEO, joined us, Ericsson has significantly improved its compliance and controls and has committed to doing business with integrity. We have more to do, but we also have made real progress. In 2020, Ericsson completed its financial turnaround, and by the end of 2021, the company had already met all financial targets for 2022, delivering a record free cash flow. This is a real indicator of strong and resilient underlying business performance. Also, this has allowed us to further grow our market share, and this is due to our technology leadership.
Börje deserves significant credit for this performance, which he has achieved while also leading the ethics and compliance transformation of the entire organization. We have full confidence in Börje. He is a strong business leader with great integrity. Conducting business responsibly and with integrity, it is essential to driving real and positive change and to retaining the technology and the global leadership Börje has steered Ericsson to achieving in his five years at helm. We understand there are many questions regarding the Iraq investigation. The historical conduct in Iraq is distressing to us, as we have a zero tolerance policy for corruption and other wrongdoing. The board and the company's leadership are taking the recent issues extremely seriously. Addressing these issues is a top priority for us.
All Ericsson board members are fully committed in their support for the continued transformation journey in the business and ethics and compliance performance. Now I will hand over to our CEO, Börje, to discuss further.
Thank you, Ronnie. First of all, a big thank you to all of you for joining this very important call in this, of course, very serious matter, a matter we take extraordinarily seriously. As you say, we'll, either way, we'll start with one of the immediate questions in focus clearly. I will try to be as open, as direct as possible about the Iraq investigation. As you all know, because of the ongoing litigation as well as the ongoing investigation, we are limited in what we can say. I see a constructive working relationship between the company and the DOJ is in the best interest of the company, our shareholders, and all other stakeholders. We are fully committed to maintaining such a relationship, and we will of course cooperate with the DOJ in a clear and transparent way.
We will share with you what we are able to at the appropriate time. There were allegations of improper conduct in Iraq, and we conducted an investigation in 2019. The investigation included the conduct of Ericsson employees, vendors, and suppliers in Iraq during the period starting in 2011 to 2019. Our initial investigation did reveal wrongdoing and compliance shortcomings. I instructed this to be properly disclosed to the DOJ. We acted on the findings, including exiting employees. We are continuing the investigation. If we find that any Ericsson employee paid ISIS, directed third parties to make payments to ISIS, or failed to act ethically in any way, we will take immediate action.
As you've seen from our press release, the DOJ has now advised us that it considers that the 2019 disclosure was insufficient, and that the failure to make a subsequent disclosure gives rise to a breach of the DPA. We are reviewing this with them now. We are addressing this issue with the DOJ directly, and we have already taken remedial action with respect to the situation in Iraq. Scott Dresser, our new Chief Legal Officer, who you will hear from a little bit later, will lead these discussions with the DOJ, and of course, work closely with me and the board to ensure that we continue to strengthen the company and our governance overall. Since I joined the company, we've worked to understand and remedy the errors of the past.
I am confident that our ethics and compliance program has improved dramatically since these events took place, and that today we are much better positioned to prevent recurrence, but also to uncover and respond to misconduct when it occurs. It is precisely because of those improvements that we were actually able to find and to address the misconduct in Iraq. We have taken lessons from the Iraq investigation. We worked hard to enhance the effective oversight of decisions made in relation to challenging jurisdictions and conflict zones in which we work. We're also going to continue enhancing our governance and reviewing our internal controls for potential improvements to bolster our decision-making and oversight. We have dramatically improved and continue to tighten our vetting and oversight of third parties with whom we work to choose parties who will meet our ethical and compliance expectations.
I simply will not tolerate improper payments. I expect Ericsson employees to follow our Code of Business Ethics and to Speak Up when they see misconduct. I expect the same from third parties with whom we work. When we find violations, we remediate appropriately and honor our obligations. As disclosed in our annual reports, we have already exited more than 250 employees from the company since 2019 following violations of our Code of Business Ethics. We're serious about doing business the right way and honoring our integrity value. In a telecoms company in 180 countries of varying stages of development, we will always have challenges, but we will tirelessly work to meet them and put good systems and people in place. We will continue our journey on the path we have set to transform the company. We're dedicated to this task.
Where we operate in challenging regions or regions in conflict, we're working to enhance our governance and apply heightened scrutiny to partners and how we operate. In 2020, we completed our financial turnaround, and by the end of 2021, we had already met all financial targets for 2022, delivering record free cash flow, which indicate a strong and resilient underlying business performance. During this period, we have also increased our R&D investments by 30%. I'm convinced these milestones are underpinned by our efforts to continue to strengthen our culture. Our cultural commitment is a continuous journey that will actually never stop. We're focused on not only detecting compliance breaches and remediating them, but working proactively to prevent them.
Our revised Code of Business Ethics outlines Ericsson's ethical expectations and equips us to navigate the dilemmas we each face in our work. You will hear from our chief compliance officer on these efforts. I'm also pleased to welcome Scott Dresser as our new General Counsel, and he is an expert in governance. I have asked him to lead and review across our group in this area and to identify appropriate improvements. We will keep investors updated on this important work. Scott will also assume oversight of the comprehensive review of the conduct related to Iraq that we undertook last month and our continued engagement with the DOJ. This process is ongoing, and we will act promptly to address shortcomings or misconduct identified. We remain committed to cooperating with the DOJ and other relevant authorities.
I am personally, and I know Scott and Ronnie and the board are, fully committed to doing what's necessary to re-earn your trust. These are just not words. We view it as fundamental to how we operate as a company. We need to get this right because it is part of our values of who we are as a company. To maintain the vital technology leadership role that Ericsson plays as a global leader in 5G network deliveries, pivoting towards growth in the rapidly emerging wireless enterprise space. With that, I give the word over to you, Scott.
Thank you very much, Börje, and thank you Ronnie as well for the welcome. I'm happy to join you and Ericsson and to join this call. As people know, I've just joined the company, and I'm being brought up to speed on the issues we're discussing today. I'd like to just build on what Ronnie and Börje have said and make a few remarks on the current position of the company. As you all know, in 2019, Ericsson resolved with the DOJ and the SEC in relation to historical misconduct, including failures of controls and deficiencies in the compliance program. All of this is set out in the deferred prosecution agreement or DPA, which is publicly available and which was entered into by the company as part of its resolution.
The DPA importantly includes a number of commitments to the Department of Justice, and it requires the oversight of an independent monitor for a three-year period. During this period, Ericsson, as with other companies, is obligated to enhance its compliance, controls, culture, and governance. This work is done under the oversight of an independent third-party monitor that regularly reports to the DOJ on our progress. In addition to the monitorship and these required improvements, an important term of the DPA requires the company to investigate and disclose any evidence or allegations of corruption to the DOJ, even if not substantiated. It's not uncommon for companies under DPAs to disclose many such matters. The company also has an obligation to cooperate with the DOJ. We are, as you know, currently discussing with the DOJ the issues identified in the breach notice regarding Iraq.
I've been charged by Ronnie, the board, and Börje to work with counsel on the ongoing review of what happened and to recommend appropriate remedial actions. I can assure you that the company and I are fully committed to earning full trust and credibility, and that we do not face disclosure-related questions from DOJ going forward. Openness and transparency about what we're doing to improve and any issues that we face is required, and also how we will approach this. I want to reiterate how seriously we take this and our commitment to squarely address the historical issues once we're fully clear on all facts. I joined the company based on discussions with Börje, Ronnie, and other board members, including Eric, and it's clear to me how committed they are and how the company is to making sure that we get this right.
Thank you, and I'll hand over now to Carl.
Thanks, Scott, and thank you, Ronnie and Börje as well. The primary focus of today's call is not to discuss our business and financial performance. I wanted to reiterate a few key points that both Ronnie and Börje made in that regard earlier. In 2021, we reached our financial targets one year early with an EBIT margin of 13.9% versus a target range for 2022 of 12%-14%. Our free cash flow amounted to SEK 32.1 billion, the highest in Ericsson's history, further strengthening the resilience of our balance sheet with a net cash position of SEK 65.8 billion.
This turnaround, these achievements are based on investments in technology leadership, but also the kind of leadership and culture that Börje spearheads and all of us stand for based on high business ambition of course, but also honesty, integrity, and transparency. The key point here is not only what we have accomplished, but how we conduct our business. As Ronnie said, conducting business responsibly and with integrity is essential to real and positive change and to retain our technology and market leadership. The journey that Ronnie and Börje discussed is really powered by all our passion to do the right thing. Here I speak for myself, of course, but also my many colleagues in the executive team, in finance and other assurance functions, and throughout the company.
Personally, I can also add that this is the way I was brought up to think and to act, and I will never compromise my own value system. Ronnie and Börje have been clear, we on the executive team take full accountability for the effective implementation of a robust ethics and compliance program. We completely share and commit to the direction set by our Chairperson and our CEO. We are here to safeguard an ethical and compliant way of doing business, making decisions, and conducting ourselves. Front and center in ethics and compliance work are culture and behaviors, and hence our focus on the cultural transformation, the integrity value, our Code of Business Ethics, and how we also repeatedly address this in meetings, in workshops, employee communication, and with role modeling. However, we all know that this is not enough.
We also need strong internal controls to prevent and detect, and then remediate wrongdoings. We accelerated this work with the highest ambition back in 2017, 2018, with significant investment. Let me mention just a few examples of what we have done and are doing in terms of internal controls. We continue to invest in transactional controls and data analytics for outgoing and incoming payments and expense claims. We deploy anti-bribery and corruption key controls linked to our processes, such as sales, service delivery, sourcing, finance, et cetera. We have strengthened our sourcing processes for compliance. One example is a third-party due diligence process that we follow. In terms of third line of defense, the corporate audit function, which reports directly to the audit and compliance committee of the board, has invested in resources and capabilities, including data analytics methods.
We have come a long way here, but we're not done. This journey continues every day, fed by new learnings and new insights. As part of this journey, we are collaborating with our independent monitor on further improvements to our ethics and compliance program, including the internal control systems. To close here my part, I wanted to say the following. We said in the Q4 report that our ambition is to reach our long-term financial target of a 15%-18% EBITDA no later than in two-three years. However, the only way to reach this target is by conducting our business responsibly based on ethical and compliant decision-making and behavior. This is absolutely fundamental, and this is what defines value creation in our company. With that, I hand over to you, Laurie Waddy, our Chief Compliance Officer.
Please, Laurie.
Yes. Thank you very much, Carl. Thank you all for the opportunity to talk a bit about our ethics and compliance program, our goals for compliance, controls, as well as culture, here at Ericsson. My role as Chief Compliance Officer is, of course, helped tremendously by the strong commitment of the leadership team and the board, and the overall support behind the compliance effort at the company. An ethics and compliance program can only succeed with this sort of ownership and accountability by leaders and stakeholders outside of the compliance function, which is what we have from our partner functions, the executive team, and the board, as I believe you have heard here today.
We have a company-wide ethics and compliance strategy with a strategic goal of embedding integrity into Ericsson's culture and ways of working in order to build trust with customers, business partners, and regulators, to foster accountability and to drive shareholder value. As Börje noted, the findings from Iraq, as well as other internal investigations, have been reflected in our ethics and compliance program more broadly. We have prioritized culture transformation, which has focused on driving ethical leadership and accountability, raising awareness by not only educating our employees about relevant law and policies, but also transparently speaking about ethics and compliance issues that the company has faced in the past and empowering our employees to Speak Up. Our compliance consultation desk, for example, supplements the support given by on-the-ground compliance officers.
It's essentially a help desk for employees to ask questions and solicit advice related to gifts and hospitalities, conflict of interest, third parties, or other compliance-related matters. The consultation desk has seen an increase in the number of ethics and compliance-related questions of 721% between the years of 2019 and 2021, reflecting employees' engagement in the program. Our anti-corruption risk assessments now include a review of areas of conflict that might be present in a country so that those risks and the compliance risks that may be associated with them can be addressed. Our third-party integrity processes now include more monitoring of third-party relationships after initial due diligence is completed.
We have a team of more than 100 ethics and compliance professionals, up from just 21 ethics and compliance team members in 2019 that are located not only in the headquarters, but also in countries sitting close to our business colleagues to facilitate real-time, relevant, and practical risk management advice. They are supported by approximately another 150 employees in a variety of different roles necessary to an effective ethics and compliance program, including internal controls, finance and sourcing compliance teams, anti-corruption auditors, and compliance champions. These totals are in addition to the company's corporate and government investigations team. As in other areas of the business, our compliance team is committed to continuous improvement, and I think as you've all heard here today, we have the leadership and the board support to do that. Thank you very much.
I'll now hand it back over to Peter Nyquist.
Thank you, Laurie, and thank you, Ronnie, Börje, Scott, and Carl for the speeches or presentations. We're getting closer to the Q&A. Again, I would like to repeat that this is a meeting ahead of the annual general meeting. We will only have answers on questions from voting shareholders. It's important. By that, I would like to hand over the word to you, Simon, so you can open up for the Q&A. Please, Simon.
Thank you. Ladies and gentlemen, at this time, we will begin the question-and-answer session. If you would like to ask a question, please press zero one on your push button phone. If you'd like to decline for the polling process, please press zero two. If you are streaming the webcast, please mute the webcast audio while asking the question to minimize any audio feedback.
Okay. Thank you, Simon. I think we have the first question from Aurora Samuelsson at Handelsbanken. Can you hear me, Aurora?
Yes, I hope you can hear me too. Thank you, so much for the presentation.
We can hear you.
Perfect. Yeah, I had prepared several questions, but I will try to stay, like, on a few. One is actually addressed to you, Börje, on what you said in your presentation now. You said that you had instructed that the findings you had in the internal Iraqi report should be properly disclosed to the DOJ. Should I interpret that as you instructed, but it didn't follow through all the way through? Because one of my questions that I had prepared was that we need to understand when the DOJ was informed about the internal Iraqi report. Was it in December 2019, or was it later than that? So that's my further question.
Should we start then? Yeah.
Thank you, Aurora. We will start with Börje, and then maybe Scott can fill in. If you start, Börje, and then Scott.
It's correct that I instructed to disclose fully to the DOJ. Of course, you know, we have an internal process, et cetera, for this, and I will not go into those details. That was quite clearly the case. I think most companies you would find in a similar situation to us wouldn't go into the exact details of the internal workings in a company, but otherwise, it's correct.
Yep. Börje, just Scott, I'll add briefly to that. Just to reiterate, you know, we are comprehensively reviewing this and are discussing with the DOJ the sufficiency of the disclosure, and this is part of the ongoing review and our engagement with the DOJ.
Thanks, Scott.
Okay.
You had a second question, I guess.
Yeah. Because, I mean, we were a shareholder. The information about the internal Iraqi report came to us, I mean, from media more or less. So we did not find out from you more than the sort of the press release early in February. So I would like to ask, is there anything that we should know about now that is not on the table in other, in any of your other 180 operations, I mean, anything else that we should know of as of now? Because I think to regain trust, we need to know that there will be no more Iraqi, I mean, Iraqi internal investigations coming up on the table from other companies in the near term.
Should we take the same order as last time? Maybe Börje mention a few words and then Scott can fill in there if that's okay.
You know, I understand that question. You know, the reality is we have a staff of 50 internal investigators plus, so there are constantly a number of reviews internally, clearly. But as part of the review that Scott is doing here, we clearly need to ensure that we properly disclose to the DOJ everything in the right way, and then act properly and take the right actions on the reports. I don't want you to leave this to think that there is a very few number of reports.
I think, you know, the other indicator which you may think about is the number of allegations which in 2016, I believe they were less than 150. This past year, it's more than 1,000. We take, you know, call it 250 remediation actions. That means that there are so many allegations that we need to have a process to manage those in a good way.
Yeah. Thanks, Börje. I'll add a couple of, I mean, brief observations to that. You know, reiterating what you said, all companies of this size receive, you know, quite a few reports and allegations of, you know, various types. You know, importantly, we have disclosure obligations to the DOJ, and of course, we'll always meet our disclosure obligations to investors, and appropriate authorities. Also, as part of, you know, our internal efforts, as Börje mentioned, strengthening and ensuring that our investigations function is robust and excellent is a top priority, and, you know, it has improved significantly over the years, and we'll make it even stronger.
Lastly, you know, as Börje mentioned in his remarks, I think importantly when we operate in challenging regions, you know, or areas of conflict, we'll enhance our governance and make sure that we apply a heightened scrutiny to partners and how we operate there. It's very important to us.
Thank you, Scott. Maybe Laurie wants to sort of reiterate something you said in your presentation as well.
Yeah. Thanks, Peter. I would just say, like, to follow up on what Börje said, I think that, you know, employees speaking up and raising concerns, whether or not they are concerns that are validated or confirmed to actually be a problem, really reflects a strong Speak Up culture. As Scott said, we've been enhancing our investigations process over the last years, alongside of the compliance program. Significant efforts have been put into the overarching E&C program.
Thanks, Laurie. Aurora, you had a third question, or you-
Yeah. I mean, thank you so much for your answers. I mean, I've been in conversations with Laurie for over two years, so I'm fully aware of all the efforts being made in strengthening the Speak Up culture and the program. I think that's a really good sort of change that's happening right now. One thing that I have asked for previously, and will ask again, and Laurie knows this question, is for us to understand when we follow you in this journey. It would be great to understand from where you get the Speak Up signals, if there are some regions that are sort of quiet. My wish would be that if you could report on a country-by-country basis, that would be really good.
If that's too sensitive, then at least on a sort of regional level, it would be great to understand how many reports you get in and sort of how you act on those reports. Thank you.
Thank you, Aurora. We will note that. That's it. We have the next question from Shane Chaplin at Swedbank Robur. Hi, Shane.
Hi. Thanks very much for letting me in here. My question is a little bit similar to Aurora's, but with a slightly different angle, actually. I mean, we hear quite a bit about, you know, sort of cultural transformation and education on laws and policies and so on, and Speak Up mentioned numerous times. Those measures to me seem a little sort of. They're partly proactive, but what I wanna hear a bit more about is the more hardcore enterprise risk management side of this, and how the company actually assesses the risk of projects and countries, and then puts in place controls for those risks, before things even start happening on the ground.
Because if that end of the process is robust, then, you know, the need for Speak Up and this sort of stuff becomes
Much less because you're not exposing people to unnecessary sorts of risks. If you could maybe talk to us a little bit more about that front end process and if and how that's being improved, that would be really helpful.
Let me take that and because Shane I think that's a really important question and something that I touched on you know earlier. You know, I won't go into detail , but you know, as part of the comprehensive review that we're undertaking, we will also address just inherently in the process general risk management. As you noted the company does operate in challenging regions and conflicts and we're gonna make absolutely certain that we review and enhance governance in these areas and apply heightened scrutiny around decisions and also around how we operate in these challenges. It's an important point and we're very focused on it.
Thank you. I know Börje wanted to add something here as well. Please, Börje.
I think this is a great question, and Scott gave one answer. What I think is also worthwhile to remember here is that when we enter a market, it's typically not a high-risk market at the time, but it may convert to becoming a high-risk market. That's when the problems occur. It's fair to say when we enter into a market, we provide the critical infrastructure in the country, which actually therefore includes a very long-term commitment to operate that. I think no more comparisons than this one, but just think about Ukraine, for example, which two months ago would have been a low-risk market. Today, I would say it's a high-risk market, not necessarily. I think there are two parameters to look at.
One is the health and safety and well-being of our people, and the other one is that we can conduct our business following our Code of Business Ethics. You can also understand that today, for example, traffic in a mobile network in Ukraine is up three to five times compared to what they were pre-invasion. That's not the time when you start to say, "Okay, let me find ways to pull out." We need to instead manage risk in those circumstances, and we need to manage with the health and well-being of our people at the front and center. That's why I think what Scott described is a very dynamic process that we need on how to manage risk in the right way in a company that provides critical infrastructure that's actually used during times of conflict as well.
Yeah. Thanks, Börje.
You realize that the-
Shane. Sorry.
You realize that the company has the components in that area because you have a footprint in a number of high-risk jurisdictions. That requires, you know, well, quite a team and quite some skill. As you allude to, sort of situations change in places, and so risk assessment has to be revisited on a regular sort of basis, you know, maybe annually or biannually or depending how sort of fast the situation.
It's more often than that. It's actually, I mean, think about Ukraine. It's two months ago, it was completely different, right?
Yeah. Well, that that's quite an extreme example though that sort of moves me.
It's not so extreme because you can have a revolution.
Yeah. It sort of brings me on the question around auditing, though, of operations. I mean, there have to be actually people on the ground sort of asking questions and checking things out as well. How do you feel about the company's sort of coverage there in terms of of regular auditing and follow-up?
Thanks, Shane. I guess that would be a question for you to Laurie, or can you address that?
Well, I mean, for sure, I think what you're mentioning there is, you know, it's super critical that we remain dynamic, and that when we have investigations or other issues that come up, that we make sure that we embed lessons learned into our overarching ethics and compliance program. You know, I can only reiterate again that we've worked really hard to understand and remedy the errors of the past, including that which was evidenced by Iraq. I can say that I do feel very confident that our ethics and compliance program has improved dramatically since those events took place. Today, we're in a much better position to prevent reoccurrence, but also to more quickly uncover and respond to misconduct when it does occur.
For example, just in terms of, you know, the misconduct in Iraq and embedding that into the overarching ethics and compliance program, we've worked hard to enhance just the oversight of decisions made in relation to challenging jurisdictions and conflict zones where we work. We've also worked to continue enhancing our governance and reviewing our internal controls for potential improvements in those areas to really bolster decision-making and oversight. We've, you know, dramatically tightened up when it comes to vetting and oversight of our third parties with whom we work, and really choosing to work with third parties who meet our ethics and compliance expectations.
Lastly, I would say in terms of our risk assessment process, we also have embedded into that process a review of areas of potential conflict to make sure that we're adequately assessing risks when we're on the ground. You know, along the lines of being on the ground, I should also reiterate that we have compliance officers who are located in country close to the business, so they're more on top of, if you will, in terms of strategic decisions that are being made, in terms of business opportunities that are being evaluated, and can address those in real time as compared to a few years ago.
Thanks, Laurie. Thanks, Shane, for those questions. We will then move to Gaia.
Thank you very much.
Thank you. Thank you, Shane. We move to Gaia Mazzucchelli from BlackRock. Gaia, can you hear me?
Yes, I can hear you very well. Thank you so much. Thank you everyone for the time and for giving us an opportunity to ask questions. I have two, the first is on variable remuneration. In the call, you have reiterated that compliance is really a key top priority. The question is why then haven't you included it in the variable pay knowing that you have included this year for the first time ESG metrics on your LTIP, and so wouldn't it make more sense to use compliance metrics knowing that this is also what will drive investor trust? Second question still related to governance. Looking at the mandate of Mr.
Ekholm, we can see that he's also non-executive director at Trimble and Alibaba, which could also be considered as quite a lot, in terms of numbers of mandates and especially in the context of Ericsson. Are there any plans to review end some of the mandates, and what is your perspective on this? Thank you.
Thank you, Gaia. I think these two questions is dedicated for Ronnie. Please, Ronnie.
Yeah. Peter, thank you, and Gaia, thank you very much. Maybe I'll start with the last one on the mandate. I think maybe you have not seen the announcement of Börje is stepping down from Alibaba. That I think is ready. I think when it comes to Trimble, I think it's also very important as a CEO that you also have insight in other ways in what other companies doing. I think it is an asset for the quality what Börje can do for Ericsson to be like, to be connected to a leading company like Trimble, which I happen to know myself. I think it's really a good insight if I take it, say, in the way how IoT is developing in the market, he gets an insight on that.
That is, I think, maybe it takes time, but on the other hand, you need also to educate yourself all the time in, as a CEO. When it comes to the variable pay and assess on compliance, of course, we evaluate every time in the board where we have a possibility to review, say the payout when it comes to LTI and STI. We have that, and we do that also before we go really on. Beside the different measures, we also see the other metrics is included there. I feel we have always been considered that. Maybe it was not so explicit in one, say, 10% here or 5% there.
It was more overhauling, where we said, "Okay, is this really on the right level?" But we have definitely done that. Peter?
Maybe Peter, I would just add that, to address that particular question
Sure
... that variable pay and specific KPIs are being adopted for this year. Some of the documents associated with short-term variable, long-term variable, I believe, had to be adjusted in order to make that happen, but that has been on our radar, and we have taken that up for this year. The other thing that I think is worth mentioning is that withholding variable pay has always been a tool in the toolbox, if you will, of the ethics and compliance program. From that perspective, we have utilized that tool at least since the time that I've started. I think what is new is actually including or developing the KPIs around the integrity mandate for our executive managers.
Okay. Thank you, Laurie. Thank you, Gaia, for those questions. We will then move to our next question from Emilie Westholm at Folksam. Hi, Emilie.
Hi, Peter. Hi, everyone. I'm honestly struggling to understand the complex situation that you're in, and we have many questions from Folksam, but I'd just like to focus on the terminations of employees that Börje mentioned earlier. According to your three most recent sustainability reports, between 80-100 employees have been terminated every year related to compliance concerns. That means 260 terminations in total. Then on top of that, there are also resignations and warning letters and verbal warnings.
Just looking at these 261 terminations during these last three years, due to breaches of the Code of Business Ethics, first I'd like to reiterate what Aurora said about, how we'd like to know more about which regions these terminations took place, and also what kind of incidents that these employees were involved in. To my question, could you please comment on this number, the number of terminations? Would you say that this is a normal number for a company the size of Ericsson? To us, it seems pretty high. Usually as investors, we appreciate when we see that a company has a working whistleblowing process with a number of reported cases every year. Yeah, for us, it's a proof that the process is working, that the employees trust the system.
But when we see this kind of numbers of terminations three years in a row, we start to wonder if there's something missing in the way the employees are recruited or in the way they're managed from the top. Almost 100 of your employees were fired last year because they were basically not doing the right thing. What numbers will we see next year and the years to come?
Maybe, Laurie, if you wanna start answering that question.
Yeah. Thanks, Peter, and thanks for the question. We do benchmark our activity levels with regard to consequence management, and believe that we are in line with others for our size and complexity. Of course, I would reiterate, and I think it's important here to reiterate that we have a zero tolerance for corrupt behavior in the organization, so we take that very seriously.
Just let me add to that briefly, Laurie, just as a general remark. I think one of the dynamics here is when an organization, you know, the size of an Ericsson enters into a DPA and undertakes, you know, significant enhancements in its programs and the way it has historically operated and adopts zero tolerance, you know, there's fundamentally a fair bit of change, and that involves, you know, the type of exits that you referred to, and it's not an unusual level that we're talking about here.
Thanks, Scott. Emilie, did you have a second question as well?
Yeah. I had a last question, what numbers will we see next year and years to come? Because I understand, of course, like you say, the programs you've undertaken and the success hopefully that you've made, I mean, it will result in terminations of employees. But are you done with the program, with all the change, or will we see further terminations in years to come?
Laurie, I guess you can start with that one as well.
Yeah. I'll just respond to that. Again, this goes back really to you know the size of the organization and the nature of the change that's you know in progress here. You know, we, you know, as we noted earlier there and people, you know, will understand this. There's not a small number of, you know, allegations and reports that come in in an organization of this size, and you know, they're thoroughly investigated, and it does result in exits. As you strengthen the organization, obviously these things move down, and the number of exits you know are reduced.
You do expect certainly a gradual downward trend, but it takes time, and so the answer would be, yes, we certainly are moving towards a place where it will be reduced, but it does take time when you're undergoing this sort of change.
Börje, you wanna add something here?
Yeah. I think, you know, from my perspective, as Scott very well put it this is a change journey we're on. We're cleaning up, you know, past behaviors, changing cultures, you know, in a big way. I would say one thing though you can rest assured on, and that is, you know, we're working to prevent, but if we find some wrongdoing, we take immediate actions. That we're very committed to. We need to be remediating any of these actions, and over time, we'll find ourselves in a different spot. I want to just broaden the discussion a bit also, which is we focus now on the compliance side, and that is really a, I think it's a spearhead in the company. It's a bigger cultural change underlying this.
Take for example Speak Up. You know, Speak Up is critically important for our compliance efforts, no question. But it's equally important to know how a project is doing. How are we doing on an R&D project or a delivery project to customer, that everyone is empowered to speak up or to make sure that we get the right information about any decision. Everyone's empowered to speak up. I want you also, when you think about these things, we actually want to encourage an environment that's open, that create a willingness to contribute into all type of decisions. While we talk about compliance, don't forget the spin-off effects of that.
Thank you, Börje, and thank you, Emilie, for those question. We will then move to the next question from Sverre Linton from Aktiespararna. Hi, Sverre.
Hi. Thank you very much.
Thank you.
Thank you, and thank you, thank you for giving us the opportunity to discuss those, these important matters ahead of the AGM. As many others, I have several questions, but I'll try to keep it short. I have had a bit of problem with my phone connection, so in case I repeat something that has already been answered, I apologize ahead of that.
My first question is that the DOJ has on two occasions, on the 21st of October 2021 and on the 2nd of March 2022, made remarks on how Ericsson is following the agreement. Yesterday's press release also indicates that Ericsson will not fully cooperate even in the future. Therefore, my first question is, I wonder if to what extent do Ericsson cooperate today, and to what extent do Ericsson plan to cooperate in the future? I think you have given the answer to this today, but I just wanted to make sure that I understood it correctly. As the second question, what consequences do Ericsson risk for not cooperating fully with the DOJ? And then I have another question. Should I wait for that one or should I take it?
Sorry, I think you had two questions, and we'll try to keep it. It's a long queue here. Maybe, Scott, you can address Sverre's two first questions here, please.
Yes, in two aspects to the response. First one is we are absolutely cooperating and will continue to cooperate. You know, it's a fundamental aspect of the DPA, and we're engaged with the DOJ, and we'll fully cooperate. The one you refer to, and I mentioned in my remarks, that we are discussing with the DOJ the sufficiency of disclosures to them around Iraq, and that is what I will be reviewing, and covering with the DOJ. I think that addresses your first question. As far as consequences, you know, we at this point are not going to, you know, comment on hypotheticals. We're cooperating with the DOJ, and we'll remain engaged with them.
If there's anything to, you know, come back, you know, to on that, we will. It's too premature to predict any outcomes here.
Thanks, Scott. Sverre, we have quite a long queue here of questions. We move to the next person, which is Simon Peterson at Didner & Gerge Fonder. Simon, can you hear us?
Yes, I can. Can you hear me?
We can hear you perfect.
Great. Good evening. This is Simon Peterson from Didner & Gerge Fonder. Thanks for taking my question. They are related to the press release from the 15th of February regarding the issues in Iraq. I'm trying to understand your internal process when deciding whether to disclose information to the market or not. I mean, in the organization, who's responsible for the decision not to share the Iraq information with the market already back in 2019? Was that the question that you discussed in board meetings, or how does that work?
I will leave that question to you, Scott. Scott, please.
The only remark I can make on that is that this is, you know, a fundamental aspect of what we're reviewing at this point, and we're committed to making sure that we've got, you know, tight governance, and we're gonna strengthen overall governance. You know, we will ensure that we comply with our disclosure obligations to investors.
Thanks, Scott. Simon, did you have a?
Yes, one follow-up on that. I mean, have you made any changes now recently in how you decide when and if to disclose information to the market?
Yeah. Thanks for the follow-up. As you know, I just joined the organization. As I discussed in my remarks, I've been charged to undertake a full review, but you can rest assured that we're gonna do everything that we need to do to address any issues, historical, or that come up in the review. To the extent that there needs to be strengthening of governance around how we disclose and make disclosure decisions, that's gonna be done, and it will be done promptly.
Thanks, Scott. Thanks, Simon, for those two questions. We'll move to,
Thank you very much.
Thank you. Filippa Gerstädt at Nordea. Hi, Filippa.
Hello. Thank you so much for taking my question. I might repeat what was just asked here to some extent. Just to understand that you instructed the information to be published to the DOJ, but there seemed to be some failure with the internal processes and so that didn't happen, the way I understood it. Could you help us understand why, or on what basis, you decided not to inform the stock market about it? Because you saw it was material enough to inform the DOJ if they didn't receive the information due to internal processes, but you didn't inform the market. Why was that?
Filippa, we discussed this previously, and we are in the midst of sort of a comprehensive review of the Iraq matter and associated sort of disclosure. We're working with the DOJ and reporting fully for them to resolve the matter. Unfortunately, we cannot expand further on this question than we have done before. Maybe you can take the second question, please.
That was all I had. Thank you.
Okay. Thank you. We move to the next one, which is from Anders Oscarsson at AMF.
Hello, this is the AMF [URI] who called. I have a question for you, Scott. We have several questions, but we are lacking of answers. When do you estimate the best time when we will can get the answers on all those questions?
Scott, I guess this question's for you.
Yeah. Thanks for that question. The most important thing at the moment is that we undertake the review and engage with the DOJ. The DOJ is, you know, engaging with us directly, and we've, you know, we wanna do this thoroughly, so it will not be immediate. We will, of course, discuss it with the DOJ. I would say, you know, a number of months, and we will not be able to, you know, come back and report on this until we conclude with the DOJ.
Okay.
Thank you, Scott.
The second question is for you, Ronnie. Have you discussed within the board how a denied discharge will be perceived from the board members?
I think that's a good question.
Say it again. Anders, can you say it again, Anders? Can you repeat again?
Yes.
Question.
Yeah. Have you discussed with your board members how a denial of the discharge answer to here-
Yeah.
how that will be perceived.
Yeah.
If we as an owner will give that denial?
Yeah. Of course, this was one of the topics which we came up with the board members, but of course we will see first when we have the AGM, how it will be coming out. Of course, Anders. Of course, no one would like and appreciate if we don't get a discharge of liability. That's for sure. Because people will take it definitely as a personal part. Let's see first where we end up in the AGM on Tuesday on this.
Thank you.
Thank you, Anders. We'll now move to Oscar Börjesson at Skandia. Hi, Oscar.
Hi. Thank you for taking the time. We've discussed a lot of the issues I was wondering about as well, but I was wondering if you could expand some more about if you consider any breaches of the code on the basis of this non-disclosure report, both towards the DOJ and to investors, and if so, the board has looked into activating clawback.
I think this is a question for you again, Ronnie.
When it comes to the clawback, I think, again, this is something which we will discuss when we really have full outcome and the evaluation, which we do every year, which is up later on in the next coming months, where we do that with the board. For the time being, we have not reviewed or going back to 2017, 2018. But as I think Laurie already said, I think in another answer in the previous one, we have done some with holdbacks in some STIs and LTIs. We have done that. We will do also when we see there is a real reason for that, for sure, you can assure that we will do that.
Thank you.
For the time being, it's not up to now.
Thank you. Did you have a second question, Oscar?
It's mostly been covered already. Thank you.
Thank you, Oscar.
Thanks. Ronnie.
Yeah.
Just to follow up on what you said, I want to make a further remark on, you know, the process with the DOJ, just to make sure that everyone understands. We're involved in a dynamic process with the DOJ. We're undertaking this comprehensive review and are working and are engaged, you know, actively with them. We'll come back to investors, you know, as we're able and as is. Again, you know, we're gonna be certain that we meet our disclosure obligations to investors. I wanna manage expectations on this process.
Thanks, Scott. Thanks, Oscar. We'll take the next question from Victoria Lidén at Storebrand Kapitalforvaltning. Hi, Victoria.
Hi. Thank you for taking the time to answer our many questions. Most of the questions I had has already been addressed, especially on operations in high-risk markets, but I have one question on the provision of information to DOJ and the shortcomings in providing this information, such as failing to provide certain documents and factual information leading to a breach of the obligations under the DPA. I understand that you're now conducting an internal review into these shortcoming, which is now led by you, Scott. I am wondering if you have considered commissioning an external review looking into these issues and how your information provision could improve going forward. Is that something you can comment on? Thank you.
Yeah.
Maybe, Scott, can you take this?
Question is clear, you know, my review will be, you know, accompanied with external counsel who have been brought in to, you know, participate. I think the answer to your question is yes.
Okay.
Also really important point here is one additional point as well, which I think we often people lose sight of, is we do have an independent compliance monitor that is in the company, that we engage with actively and that is also engaged in this. That's a very important component of the DPA. This is all done openly and transparently and with the involvement of the independent compliance monitor.
Thanks, Scott. Did you have a second question, Victoria?
No, I will leave the floor open for other questions. Thank you.
Thank you, Victoria. We will have then the last question for this session from Arin Verma from BlackRock. Arin, can you hear me?
Yes. Thank you. Hi, everyone. I have one additional question on the DPA breaches. We understood that there have been two breaches of the DPA. One was communicated quite recently, relates to the Iraq case, and another one that was flagged a couple of years ago, I believe, but there isn't that much information available about what that breach actually relates to. It would be helpful if we can get some clarification on what that first DPA breach from a few years back, what that relates to. Thank you.
Maybe that's, another one for you, Scott.
Well, I think, you know, this was covered in the press release, and I think, you know, Peter, you can perhaps, you know, add to that, but that is a matter that's also under discussion with the DOJ, but I believe it was disclosed and discussed in the press release.
Yes. That's great. Did you have a second question, Arin?
No, that's all. Thank you very much.
I think we can have a last one here from Erik Durhan from Nordea Funds, here. Erik, you do
Yeah. Hi.
Last one out.
Thank you. Yeah, thanks. I just want to continue the question that Filippa asked from Nordea. I mean, when I look at this, I see great uncertainty. The only thing we actually know is that the DOJ thinks that something wrong has happened and that the DPA has been broken. That's more or less what we know. We don't know if something happened on the C-level, we don't know if something happened on the board level, we just know that something has happened. It's a huge uncertainty.
If you look at what actually approved discharge of the board or the CEO under AGM point 8.3, what that is about is actually saying that, "Well, we have all the information and we know, so we can give approval of discharge." But just on looking at the fact of it, my analysis, we don't know that. Because we don't know if or what financial implication this has. We don't know where decisions were taken. Glass Lewis and ISS comes to the same conclusion. That is my simplistic analysis. Can you please offer me a counter perspective? What am I missing? Why should I willingly approve the discharge of the board and the CEO, given the huge uncertainty that we still have?
We only know that there's some information we'll communicate in the future.
Yeah. Let me respond to that, and thank you for the question. You know, it's an important question and, you know, a couple of remarks. I mean, you know, as discussed earlier by Ronnie, and I'll repeat it, you know, it is clear that the board, you know, has, you know, supported Börje Ekholm, and, we've noted that, Börje Ekholm has instructed that this be properly disclosed. I think that's extremely important. He conducted himself in the highest ethical manner, and there are no questions in that regard. The question at hand with the DOJ is whether at the time, disclosure around the Iraq matter was made sufficiently to them, and that's what we're discussing with them.
As Ronnie said, I think as far as the discharge of liability question goes, the board is strongly recommending a vote of yes, and there are no questions at the level that you have raised.
Sure. Ronnie, do you wanna add something to that?
Yeah. I think, and I said that I think we also said it in our press release yesterday, and then I said it also in the opening that I think we have an unqualified support for Börje. Eric, this we will not do, first myself or the board will not do that if we were not really supporting that. We just don't do that for the sake of, okay, looking good. This is really well meant, unqualified support to Börje. Because we believe he has worked with all the ethical and the highest value. I think he has professionally done what he needs to do and did. We should also. If I said in my speech, over the part, the opening part, we are really on a journey.
Look back where we were in 2017 and where we are today. This is a journey. Of course, we also know in 2019, we got from the DOJ a DPA. That was a reason for why we got it, because we were definitely not good enough in the past. This is a journey, but we do that. Have we improved? Definitely. Are we there yet? No. Because that is the reason why we are. That is the whole thing. Of course, you can as investor, you choose if you give a discharge of liability and you have the right to do that. I can assure you that, we as the board, and also you saw how forceful Börje was talking, we believe we are on the right track.
Thank you, Ronnie, and thank you, Eric. We will move now to the closing remarks, so from your side, Ronnie, please.
I can repeat a bit what I said to Eric. To close, I would like to make an important point which I already made now, but I can repeat myself. We know that the recommendation of Glass Lewis and ISS is to vote no on discharge of liability. You heard me saying just a minute ago, of course, the board and myself, we strongly disagree with that. We are confident that Börje has conducted himself and will continue to be guided by our commitment to acting in the highest ethical manner, including in relation to the current issues before the DOJ, what I just mentioned, and we got the questions around that.
I would also remind all shareholders that you are able to change your submitted postal votes at the AGM should you feel after this session or even later on that your views have changed. Further, also, I would like to draw the attention that the company's independent auditors have recommended that shareholders discharge liability, and I urge and recommend that you do the same. Again, we, myself, management, the board, are absolutely committed to re-earning your confidence regarding how we operate. We will address these matters strongly, continue our ethics and compliance journey, and maintain, and that's even more important for the future of the company, our focus on our customers and our focus on technology leadership. Thank you. Thank you for joining, and thank you also for a very interactive and interesting questions. Peter, back to you.
Yep. Thank you, Ronnie, and thank you, everyone, for today's call. Thank you very much for dialing in. Thank you.