A N N UA L R E P O R T
Corporate Governance Report
CORPORATE GOVERNANCE
REPORT 2015
The Parent Company of the Group is the Swedish limited liability company
Addnode Group AB, whose shares are listed on Nasdaq Stockholm. The Board’s
responsibility for internal governance and control is regulated by the Swedish
Companies Act, the Swedish Annual Accounts Act, Nasdaq Stockholm’s Rule Book
for Issuers and the Swedish Corporate Governance Code (the Code), as well as
other applicable Swedish and international laws and regulations.
This corporate governance report has been prepared as part of the
Addnode Group’s application of the Swedish Corporate Governance
Code. The Code is based on the “comply or explain” principle, which
means that a company that applies the Code may depart from individual
rules, but must in such case provide an explanation for the departure.
Addnode Group’s auditors have reviewed the statutory information of
the corporate governance report to ensure that it is consistent with the
other parts of the annual report and consolidated accounts.
2.
Auditor
1.
Shareholders via the
Annual General Meeting
3.
Board of Directors
4.
9.
President and CEO
– Group Management
The Annual General Meeting (AGM) is Addnode Group’s
highest decision-making body and passes resolutions on
principles for appointing the Nomination Committee, election of
board members, election of auditors, directors’ and auditors’ fees,
guidelines for remuneration of Group Management and other
senior executives, adoption of the annual report, dividends and
other important matters.
The auditor reports yearly to the owners by issuing an audit
report for Addnode Group AB, for the consolidated financial
statements and for the Board of Directors’ and President’s
administration of Addnode Group AB. The auditor also reviews
the nine-month interim report.
5.
Nomination
Committee
6.
Remuneration
Committee
7.
Audit Committee
8.
Group functions
The Board’s main duty is to
dministrate the Group’s operations
a
in a long-term and value-creating way
and thereby promote the shareholders’
interests in the best possible way. This
work includes adopting guidelines
for the company’s conduct in society,
overarching goals and strategies, and
conducting a yearly evaluation of the
President’s performance.
President and CEO. The President
is responsible for the day-to-day
administration of the Group’s operations in accordance with the
Board’s guidelines and instructions. The President has appointed
a Group Management team to assist him in this work.
Business areas’
boards of directors
The Nomination Committee is tasked with safeguarding the
shareholders’ interests by submitting recommendations to the
Annual General Meeting on the following matters: appointment
of a chairman to preside over the Annual General Meeting, board
members, the Chairman of the Board, the auditor, directors’ fees,
fees for board members’ work on committees, and auditors’ fees.
The Remuneration Committee is tasked primarily with
r epresenting the Board on matters pertaining to remuneration and
terms of employment for the President and other senior executives.
The Audit Committee is tasked primarily with monitoring the
processes for Addnode Group’s financial reporting and internal
control in order to ensure the quality of external reporting.
IMPORTANT EVENTS 2015
> Andreas Wikholm appointed as President of Process
Management business area.
Group functions. Addnode Group AB has Group functions for
accounting, communication and business development.
FOR MORE INFORMATION
> Nasdaq Stockholm, www.nasdaqomxnordic.com
> Swedish Corporate Governance Code,
www.bolagsstyrning.se
> Addnode Group’s website, www.addnodegroup.com
Business area boards. The business area presidents are
r esponsible for the operations of their respective business area
and report to Addnode Group’s President and CEO. Overall
governance of the business areas is conducted by the business
area boards of directors.
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