Corporate governance

Corporate governance

The corporate governance consists of AddLife is the General Meeting, the Board of Directors, the CEO and the auditors. The shareholders elect at the Annual General Meeting a Board of Directors and its Chairman. The Board of Directors appoints a CEO and a deputy 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.

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 and 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.

The Nomination Committee shall be composed of the Chairman of the Board of Directors and representatives for the five largest directly registered shareholders in terms of votes as of 30 September each year. The chairman of the Nomination Committee shall be appointed by the largest directly registered shareholder in terms of votes. If any of the five shareholders who have the right to appoint a representative gives up the right to appoint a member to the Nomination Committee, the sixth largest shareholder shall be offered the opportunity to appoint a member to the Nomination Committee, and so on. No more than four additional shareholders are required to be contacted.

The Nomination Committee shall propose the following to the General Meeting: chairman at the General Meeting, Board of Directors, chairman of the Board of Directors, auditor, remuneration to the Board of Directors (divided between the chairman and the other directors as well as remuneration for committee work), and remuneration to the auditor. The Nomination Committee’s proposals to the Annual General Meeting will be presented in the notice convening the General Meeting, as well as on the company’s website. Remuneration shall not be paid to the members of the Nomination Committee. The company shall pay any necessary expenses associated with the work within the Nomination Committee.

The nomination committee is composed of Johan Sjö, (Chairman of the Board), Tom Hedelius, Håkan Roos (appointed by RoosGruppen AB), Martin Wallin (appointed by Lannebo Fonder), Monica Åsmyr (appointed by Swedbank Robur Fonder) and Johan Strandberg (appointed by SEB Investment Management).

You can reach the nomination committee through the Company Address.

Remuneration Committee

The task of the Remuneration Committee is to prepare a proposal for guidelines for remuneration to senior executives. The proposal shall be addressed by the Board of Directors and subsequently presented to the Annual General Meeting. On the basis of the decision made by the Annual General Meeting, the Board of Directors resolves on the remuneration of the CEO.

The Board has appointed a Remuneration Committee consisting of Johan Sjö, chairman, and Håkan Roos.

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 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.

Principal auditor:

Håkan Olsson Reising, audit partner

Stockholm

Håkan is the principal auditor for AddLife since March 2017.

Corporate governance report

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Articles of Association

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