Nobia AB is a Swedish public limited liability company domiciled in Stockholm, Sweden. The company is the Parent Company of the Nobia Group (the “Group”). The basis for the control of the Group includes the Swedish Corporate Governance Code (the “Code”), the Articles of Association, the Swedish Companies Act, the Swedish Annual Accounts Act and Nasdaq Stockholm’s Rule Book for Issuers. It is noted that during the year, there were no breaches of the Code, 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 Code is available at The Swedish Corporate Governance Board.
The following information is available at www.nobia.com.
- Nobia AB’s Articles of Association
- Code of Conduct
- All corporate governance reports since 2009
- Information from Nobia AB’s AGM
Overview of Governance at Nobia
1. GENERAL MEETING
Shareholders exercise their influence at the general meeting of shareholders, which is Nobia AB’s highest decision-making body. Nobia AB has one class of share with one share corresponding to one vote at general meetings. The AGM, which is the annual scheduled general meeting, resolves on the Articles of Association, elects Board members, Board Chairman and auditors, and decides 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 Nobia AB. 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 AB’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 but not more than four 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 Nobia AB Board, 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. In performing its other duties, the Nomination Committee shall fulfil the requirements incumbent on the Committee in accordance with the Code. The Nomination Committee applied rule 4.1 of the Code to its work as its diversity policy.
The AGM elects the auditor who examines Nobia AB’s Annual Report, consolidated financial statements and the administration of the Board and President, and also submits an audit report.
4. BOARD OF DIRECTORS
The main task of the Board is to ensure Nobia AB’s sustainable and long- term success and safeguard the interests of all shareholders. In accordance with Nobia AB’s Articles of Association, the Board is 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. The objective is for the Board to have an appropriate composition with respect to the Group’s operations, stage of development and other circumstances, and be characterised by diversity and breadth in terms of the skills, experience and background of the Board members elected by the general meeting, and aim for a gender balance.
5. REMUNERATION COMMITTEE
The Board has established a Remuneration Committee to address remuneration-related matters for which the Board is responsible. The Committee’s work is governed by the instructions prepared by the Board. The Committee’s main 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 the implementation of the AGM’s resolutions, for example, on evaluations and monitoring of schemes for variable remuneration.
6. AUDIT COMMITTEE
The Board has established an Audit Committee to monitor the financial reporting and control. The Committee’s work is governed by the instructions prepared by the Board. The main task of the Audit Committee is to monitor the financial reporting, the auditor’s observations and management’s implementation of these recommendations, and to ensure that the Group has an appropriate internal control and risk management framework. The Audit Committee also evaluates the auditors and provides recommendations on the election of auditors to the Nomination Committee. To ensure the independence of the auditors, the Audit Committee has prepared guidelines regulating the engagement of auditors for non-audit-related services. The auditors must also ensure that the non-audit-related services they offer do not affect their independence.
As part of the evaluation of the Group’s internal control framework, the Audit Committee assesses every year whether an internal audit function is required. The Audit Committee is of the opinion that an internal audit function is not required since the Group has an internal control function that prepares and controls compliance with the Group’s internal control guidelines and the reporting of this to the Audit Committee is deemed to be transparent.
7. GROUP MANAGEMENT
The CEO is responsible for the business development of the Group and leads and coordinates the daily operations according to the Board’s instructions for the CEO and other decisions made by the Board. Group management comprised nine individuals at the end of 2021. Group management holds regular meetings according to a fixed schedule. These meetings monitor strategic and operational progress, major change programmes, investments, risks and opportunities and other strategic issues of greater significance for the Group. In addition, the President and the CFO meet the management team of each business unit several times per year at local management team meetings.