Nobia has applied the Swedish Corporate Governance Code (the Code)
since July 2005 and the company had no deviations to report for 2020. Nobia also applies the Swedish Annual Accounts Act concerning the com- pany’s corporate governance reporting.
Nobia monitors developments in the area of corporate governance and continuously adapts its corporate-governance principles to create value for its owners and other stakeholders. By way of information, it is noted that there were no breaches of applicable stock-exchange rules or good practice on the stock market based on decisions by Nasdaq Stockholm’s Disciplinary Committee or statements by the Swedish Securities Council.
The following information is available at the Corporate Nobia site:
- Nobia’s Articles of Association
- Code of Conduct
- All corporate governance reports since 2009
- Information from Nobia’s AGM
Overview of Governance at Nobia
Individual shareholders wishing to have a specific matter addressed by the AGM can do so by submitting a request to Nobia’s Board in good time prior to the Meeting, to the address published on the Group’s website.
1. SHAREHOLDERS THROUGH GENER AL MEETINGS
Nobia is a Swedish public limited liability company that is subject to the Swed- ish Companies Act, Nasdaq Stockholm’s Rule Book for Issuers, the Swedish Corporate Governance Code and the company’s Articles of Association. Shareholders exercise their influence at the general meeting of shareholders, which is Nobia’s highest decision-making body. Nobia has one class of share with one share corresponding to one vote at general meetings. Additional information about the Nobia share and ownership structure can be found here.
The AGM resolves on the Articles of Association and at the AGM, which is the annual scheduled general meeting, the shareholders elect Board members, the Board Chairman and auditors, and decide on their fees. Furthermore, the AGM resolves on the adoption of the income statement and the balance sheet, appropriation of the company’s profit and discharge from liability for the Board members and President in relation to the company. The AGM also resolves on the composition and work of the Nomination Committee, and resolves on principles for remuneration and other employment conditions for the President and other senior executives.
2. NOMINATION COMMITTEE
According to the instruction for Nobia’s Nomination Committee adopted at the 2020 AGM, the members and Chairman of the Committee are to be elected at the AGM for the period until the conclusion of the following AGM. The Nomination Committee shall comprise at least three members representing the largest shareholders of the company. The Chairman of the Nomination Committee shall convene the first meeting of the Nomination Committee.
The Nomination Committee is entitled to appoint an additional two co-opted members. Co-opted members shall assist the Nomination Committee in performing its duties but have no voting rights. The Chairman of the Board may be a member of the Nomination Committee only as a co-opted member. In accordance with the Code, the Nomination Committee should be chaired by an owner representative. The instruction for the Nomination Committee adopted by the AGM also states that the Nomination Committee’s tasks are to submit proposals on the election of the Board Chairman and other members of the Board of Directors, Directors’ fees and any remuneration for committee work, election and remuneration of the auditor, election of the Chairman of the AGM and election of members of the Nomination Committee.
The Code states that in its proposals on Board members, the Nomination Committee is to pay particular attention to the requirement of diversity and breadth on the Board and the requirement of an even gender distribution. The Code also contains certain requirements regarding the composition of the Board of Directors. The Board is to have an appropriate composition with respect to the company’s operations, stage of development, strategy and other circumstances, and be characterised by diversity and breadth in terms of the competence, experience and background of the Board members elected by the AGM.
In performing its other duties, the Nomination Committee shall fulfil the requirements incumbent on the Committee in accordance with the Code.
The AGM elects the auditor who examines the Annual Report, consolidated financial statements, the administration of the Board and President, the Annual Report and accounts of subsidiaries, and also submits an audit report.
4. BOARD OF DIRECTORS
The Board is responsible for the organisation of the company and the administration of the company’s affairs. The Board’s task is to continuously assess the company’s and the Group’s financial positions and ensure that the organisation of the company is designed so that the financial reporting, management of funds and the company’s financial circumstances are otherwise reliably controlled.
In accordance with Nobia’s Articles of Association, the Board is, to the extent appointed by the General Meeting, to comprise not fewer than three and not more than nine members, with not more than three deputy members. A maximum of one Board member elected by the AGM may work in company management or in the management of the company’s subsidiaries. Furthermore, a majority of the Board members elected by the AGM are to be independent in relation to the company and company management.
5. AUDIT COMMITTEE
The Audit Committee represents the Board in, for example, monitoring the processes surrounding ensuring the quality of the external reporting, risk management and internal control, and assisting the Nomination Committee in proposals on the election of auditors. The Committee is also to inform the Board of the results of the external audit and the manner in which the audit contributed to the reliability of the financial reporting. The Audit Committee’s duties also include studying control audit reports compiled by the Group’s internal audit function. The Audit Committee is also responsible for supporting the Nomination Committee in preparing pro- posals on the election of external auditors and auditor’s fees.
The Audit Committee comprises two Board members. The external auditors report to the Committee at three scheduled meetings. At least four meetings are held per year and additional meetings are held as necessary.
The Audit Committee reports to the Board after every meeting. Minutes are taken at all Audit Committee meetings and these minutes are made available to all Board members and the auditors. The Group’s CFO and the Head of Internal Control participated in the Audit Committee’s meet- ings.
6. REMUNERATION COMMITTEE
The Board appoints a Remuneration Committee from within its ranks.
The Committee’s task is to prepare proposals to the Board relating to the remuneration and employment terms for the President. The Committee also has the task of making decisions on the President’s proposals regarding remuneration and other employment terms for the managers who report to the President.
Furthermore, the Committee submits proposals to the AGM regarding principles for remuneration and other employment terms for senior executives and monitors and evaluates the ongoing schemes for variable remuneration to senior executives, and the schemes concluded during the year, and the implementation of the Annual General Meeting’s decision on guidelines for remuneration to senior executives.