CORPORATE GOVERNANCE

In this section you will find the Articles of Association of Nuevolution AB (publ), information on the company’s auditors and advisors. Nuevolution AB (publ) (org. no. 559026-4304) owns 100% of Nuevolution A/S (CVR no. 26029708), the operating company. Oveun AB (inactive) (org. no. 556923-7273) is a 100% owned subsidiary of Nuevolution A/S.

ARTICLES OF ASSOCIATION

Articles of Association_12 October 2017
Oct 24 - 2017

AUDITORS

Beata Lihammar Auditor E&Y for Nuevolution AB (publ)
Andreas Nyberg Auditor E&Y for Nuevolution AB (publ)
Christian Schwenn Johansen Auditor E&Y for Nuevolution A/S
Lars Hansen Auditor E&Y for Nuevolution A/S

CERTIFIED ADVISOR

Redeye AB
Mäster Samulesgatan 42, 10tr
103 87 Stockholm
Tel: +46 8 545 013 30
Reg. no.: 556581-2954

committeeS

NOMINATION COMMITTEE

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At the annual general meeting on 12 October 2017, shareholders decided that the nomination committee shall comprise the chairman of the board and one representative for each of the three largest shareholders listed in the shareholders’ register maintained by Euroclear Sweden on 31 October 2017. Should one of the three largest shareholders refrain from appointing a representative to the nomination committee, the right shall pass to the shareholder that, excluding these three shareholders, has the largest shareholding in the company. The chairman of the board of directors shall convene the nomination committee. The chairman of the nomination committee shall be the member representing the largest shareholder, unless the nomination committee unanimously appoints another member.

If the shareholder that appointed a member of the nomination committee is no longer one of the three largest shareholders, the member appointed by such owner shall offer to leave the committee and the shareholder that has become one of the three largest shareholders has the right to appoint a representative to the committee. However, and unless special circumstances exists, no changes shall be made in the composition of the nomination committee if there is only a marginal change in ownership or if the change occurs later than three months prior to the annual shareholders’ meeting. In the event that a member leaves the nomination committee before its work is completed, the shareholder who appointed the member shall appoint a new member. If this shareholder is no longer one of the three largest shareholders, a new member is appointed according to the above procedure. Shareholders who have appointed a representative to the nomination committee have the right to dismiss such member and appoint a new representative as a member of the committee.

Changes in the nomination committee’s composition shall be announced immediately. The nomination committee’s term of office shall extend until a new nomination committee is appointed. The nomination committee shall perform the duty of the nomination committee in accordance with the Swedish corporate governance code.

REMUNERATION

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COMPOSITION

The Remuneration committee consists of Søren Lemonius as chairman of the committee and Stig Løkke Pedersen as member of the committee.

PURPOSE AND DUTIES

The purpose and aim of the Committee is to ensure a comprehensive and well prepared and supervised remuneration model to the Company’s employees, with an emphasis on the remuneration of the managing director and other members of the executive management.

In order to fulfil the purpose and aim as set out above, the Committee shall fulfil its duties and, where appropriate, prepare proposals regarding remuneration issues, subject to final approval by the Board or the managing director, as the case may be.

The duties of the Committee are to, acting on instructions from the Board:

  • prepare the Board’s decisions on issues concerning principles for remuneration, remunerations and other terms of employment for the executive management;
  • monitor and evaluate programmes for variable remuneration, both ongoing and such that have ended during the year, for the executive management; and
  • monitor and evaluate the application of the guidelines for remuneration to the executive management established by the annual shareholders’ meeting, as well as the current remuneration structures and remuneration levels in the Company.

AUDIT

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COMPOSITION

The Audit committee consists of Lars Henriksson as chairman of the committee and Stig Løkke Pedersen as member of the committee.

PURPOSE AND DUTIES

The purpose and aim of the Committee is to increase the quality of the audit of the Company and the group and to improve contacts between the board of directors and the Company’s auditor as well as to increase the quality and improve the supervision and control of the Company’s financial risk exposure and risk management.

The Committee shall perform the tasks set out in the Companies Act, applicable EU rules and regulations and the Corporate Governance Code. This includes, among other things, acting on instructions from the Board, to:

  • monitor the Company’s financial reporting, evaluate the auditing and submit recommendations and proposals to ensure the integrity of the reporting;
  • monitor the efficiency of the Company’s internal controls, regulatory compliance and risk management;
  • continuously meet with the Company’s auditor and keep itself informed regarding the audit of the annual report and group accounts and the conclusions from the quality control carried out by the Supervisory Board of Public Accountants (Sw. Revisorsnämnden);
  • inform the Board and the nomination committee of the outcome of the auditor’s audit and explaining how the audit contributed to the integrity of financial reporting and what the role of the Committee was in that process;
  • review and monitor the impartiality and independence of the auditor;
  • assist in conjunction with preparation of proposals to the annual shareholders’ meeting’s resolution regarding election and remuneration of the auditor;

Long-term incentive programs

The purpose of Nuevolution’s long-term incentive programs is to generate the conditions for retaining and recruiting competent personnel to the company and to offer employees an attractive opportunity to acquire a stake in the company, in order to promote and stimulate continued loyalty with the operations by linking the interests of these persons with the interests of the shareholders.

Warrant Program 2015/2021

At the extraordinary general meeting held on 9 December 2015, prior to the listing on Nasdaq First North Premier, it was resolved to implement a warrant program (“Warrant Program 2015/2021”), with two series, addressed to the board of directors, the executive management and other employees in the company. A description of this warrant program can be found in Nuevolution AB (publ)’s annual report for 2015/16 in note 20. If Warrant Program 2015/2021 is fully exercised, the dilution effect will correspond to 10.6 percent based on the current number of outstanding shares.

Warrant Program 2016/2021

At the annual general meeting held on 5 October 2016, it was resolved to implement a warrant program (“Warrant Program 2016/2021”), with two series, addressed to new members of the group management and other new employees of the company. A description of this warrant program can be found on the company’s homepage. If Warrant Program 2016/2021 is fully exercised, the dilution effect will correspond to 1.0 percent based on the current number of outstanding shares.

VARIABLE REMUNERATION

Members of the group management have contracts of employment containing standard terms for members of group companies of Swedish listed companies, including the periods of notice that both parties are required to give and competition clauses. If a contract of employment of a member of group management is terminated by the company without misconduct on the part of such member, the member of the group management is entitled to compensation, which, depending on the circumstances, may amount to a maximum of 6-12 months’ remuneration. In the event of a change of control the compensation can amount up to 12 months’ remuneration.

Further details on variable remuneration to group management as well as to other staff in Nuevolution is provided on page 53 as well as in the notes (number 7 and 24 on page 86 and 98 respectively) in the Financial Report, of the annual report 2016/17.