Corporate governance
Corporate governance
The corporate bodies in AddLife AB are comprised of the general meeting of shareholders, the Board of Directors, the President and the auditors.
The shareholders elect at the Annual General Meeting a Board of Directors and its Chairman. The Board of Directors appoints the CEO. The auditors shall on behalf of the General Meeting audit the accounts as well as the Board of Directors and CEO management during the financial year.
Governance
AddLife is a Swedish public limited company governed by Swedish law, primarily by the Swedish Companies Act. The Company’s shares are listed on Nasdaq Stockholm from March 16, 2016, and the Company does also comply with Nasdaq Stockholm’s Rule Book for Issuers ("the Code"). The Code applies to all Swedish companies whose shares are listed on a regulated market in Sweden. The Code is part of the self-regulation by the Swedish business community and is based on the principle of “comply or explain”. This means that companies are not obliged to apply every rule in the Code, but are allowed the freedom to choose alternative solutions provided that the reasons for any deviation is explained.
In addition to legislation, regulations and recommendations, the basis for the governance of the Company’s operations are the Articles of Association. The Articles of Association state, inter alia, the seat of the Board of Directors, the business orientation, limits for share capital and number of shares, as well as the conditions for participation at General Meetings.
Audit Committee
The Audit Committee shall monitor the company’s financial reports, monitor the effectiveness of the company’s internal control and risk management with respect to the financial reporting, to be kept informed on the audit of the annual report and financial statements of the Group, review and monitor the impartiality and independence of the auditor and assist with the preparation of the proposal of auditor to the General Meeting. The Board of Directors shall, in connection to the board meeting at which the Board adopts the annual financial statements, have a briefing with and receive reports from the company’s external auditors.
The Board of Directors has appointed an Audit Committee consisting of all members of the Board of Directors. Eva Nilsagård is the appointed chairman of the Audit Committee.
No separate fee is paid for Committee work.
Remuneration Committee
The board's remuneration committee is tasked with proposing remuneration to the managing director for the board's approval, deciding on remuneration for the rest of the group management and preparing proposals for any incentive programmes. The guidelines for determining remuneration and other terms of employment for the CEO and other persons in the group management are established annually by the annual general meeting of AddLife AB.
The board has appointed a remuneration committee consisting of Johan Sjö and Håkan Roos. The chairman of the remuneration committee is Johan Sjö
Remuneration to senior management
A fixed salary shall constitute the basis for the total remuneration. The salary shall be competitive and reflect the responsibility involved in the work. The fixed salary shall be reviewed on an annual basis.
Variable remuneration is primarily based on the Group’s growth in earnings, profitability and cash flow. The annual variable portion may be payable in an amount up to 40 percent of fixed salary.
The Board of Directors will evaluate on an annual basis whether or not a long-term incentive scheme shall be proposed to the Annual General Meeting and, if such is the case, whether or not the proposed long-term incentive scheme shall include conveyance of shares in the company.
Auditors
Principal auditor
KPMG
Helena Nilsson, audit partner
Stockholm
Helena is the principal auditor for AddLife since May 2023.
