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The company is governed by the annual general meeting, the board, the CEO, and other senior executives. The company follows current rules and regulations regarding corporate governance in accordance with the Swedish Companies Act, the articles of association, and the board’s rules of procedure, including instructions for the CEO.
The board is responsible for the company’s organization and the management of the company’s affairs. Members of the board follow a written procedure that is revised annually and established at the constitutive board meeting each year. The rules of procedure regulate, among other things, functions and board meetings.
The board must consist of at least three regular members and a maximum of eight regular members, not including alternate members. The chairman of the board shall lead the board and is appointed at the constitutive board meeting held in connection with the annual general meeting, unless the shareholders have already elected a chairman from the members of the board. Board members are appointed until the end of the next annual general meeting.
According to the current rules of procedure, the board must hold at least five meetings each year. Four of these must be regular on a quarterly basis, and one of these four should be focused on strategic issues. One meeting must be a constitutive board meeting that is held in connection with the annual general meeting. Additional board meetings can be convened to deal with issues that cannot be referred to a regular board meeting. The chairman of the board and the CEO have an ongoing dialogue regarding the management of the company.
The board has not decided to establish a remuneration committee, audit committee or any other committee. Instead, the board fulfills the tasks of such committees.
The CEO is subordinate to the board and is responsible for the company’s day-to-day management and operations according to the board’s guidelines and instructions. The division of responsibilities between the board and the CEO is specified in the instructions for the CEO. Within the framework of the Swedish Companies Act and the business plan, budget and instructions that have been established by the board, the CEO may make the decisions required for the development of the company.
The Code complements the Swedish Companies Act and is part of the relatively extensive self-regulation regarding corporate governance in Sweden. The Code is based on the “comply or explain” mechanism. This means that companies are not obliged to comply with every rule in the Code at all times but are allowed the freedom to choose alternative solutions which they feel are better suited to their particular circumstances, as long as deviations are explained. The Code is applicable to all Swedish companies listed on Nasdaq Stockholm (or any other regulated market). As the company’s shares are traded on First North, which is a multilateral trading platform and not a regulated market, the company has no obligation to apply the Code, and the company currently intends not to apply the Code.