A code of corporate governance was introduced in Sweden in 2005. Although the code is mandatory, a company is allowed to override specific rules if it openly discloses the deviation and explains why it does not comply. The aim of this study is to explain how the governance structure, operationalized as the ownership structure, the board and the auditor, affects companies' propensity to deviate from the Swedish Code. The empirical data in this study are based on the 2010 annual reports from 193 companies listed on the Stockholm Stock Exchange and data from the Swedish Corporate Governance Board. The findings show that concentrated ownership, smaller boards with directors with long tenure and audit firms with a high proportion of employees compared with partners increase the likelihood of deviance. © 2016 Macmillan Publishers Ltd.
