Corporate Governance

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After the general meeting of the shareholders, the board of directors is the highest decision-making body of the Company.

According to the Swedish Companies Act, the board of directors is responsible for the organization and management of the

company’s affairs, which means that the board of directors is responsible for, among other things, establishing targets and

strategies, securing procedures and systems for monitoring of set targets, continuously assessing the Company’s financial

position, and evaluating the operational management. Furthermore, the board of directors is responsible for ensuring that

proper information is given to the shareholders of the company, that the company complies with laws and regulations and

that the company develops and implements internal policies and ethical guidelines. Moreover, the board of directors is

responsible for ensuring that annual reports and interim reports are prepared in a timely matter. The board of directors also

appoints the Company’s CEO. The members of the board of directors are elected annually at the Annual General Meeting

for the period until the end of the next Annual General Meeting. According to the company’s articles of association, the

board of directors shall consist of no less than three and no more than ten board members without any deputy board

members. Currently, the board of directors consists of six ordinary board members elected by the general meeting, who are

presented in the section “Board of directors, senior executives and auditors”. According to the Code, the chairman of the

board of directors is to be elected by the general meeting. The role of the chairman is to lead the board of directors’ work

and to ensure that the work is carried out efficiently, and that the board of directors fulfils its obligations. The board of

directors adheres to written rules of procedure which are revised annually and adopted at the statutory board meeting. The

rules of procedure regulate, among other things, the procedures of the board of directors, tasks, decision-making within the

company, the board of directors’ meeting agenda, the chairman’s duties, and allocation of responsibilities between the board

of directors and the CEO. Instruction for financial reporting and instructions for the CEO are also adopted in connection with

the statutory board meeting. The board of directors’ work is also carried out based on an annual briefing plan which fulfils

the board of directors’ need for information. The chairman and the CEO maintain, alongside the board meetings, an ongoing

dialogue on the management of the company.

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The Board's Work

The board of directors meets according to a pre-determined annual schedule and in addition to the statutory board meeting, at least six ordinary board meetings shall be held between each Annual General Meeting. In addition to these meetings, extra meetings can be arranged for processing matters which cannot be referred to any of the ordinary meetings. The meetings are normally physical meetings at the headquarters of Mentice in Gothenburg. If for practical reasons the meetings can also take place via digital platforms and in special cases as per capsulam. The Chairman leads and organizes the Board’s work. A proposed agenda and decision data regarding the items to be addressed at the meeting are sent ahead of each meeting. The proposed agenda is drawn up by the CEO in consultation with the Chairman. Items presented to the Board are for information purposes, discussion, or decision. Decisions are only taken following discussion and after all members presents have been given the opportunity to be heard. One of the meetings held during the year focused on strategic questions. At the end of most of the board meetings the board of directors it is decided to discuss issues with only the Board of directors present, hence the executive management does not attend. At the autumn of 2021, the Board evaluated its work by doing a self-evaluation procedure where each Board member assesses a large number of statements about the Board’s role and function, the Board meetings, Board material, Board members, the Chairman of the Board and the CEO. The board members also weighted the importance of each statement for the boards work and the company’s long term value growth. The responses were compiled by independent third parties and compared with the benchmark index of listed companies in the Nordic region. The evaluation is a part of constantly developing the board work and the next evaluation will be done on a regular basis.

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