Corporate Governance Report for Softronic AB, corporate identity number 556249-0192, for the 2017 financial year
Softronic AB (‘Softronic’) is a Swedish public limited company, listed on NASDAQ Stockholm. Softronic follows the Swedish Companies Act, the guidelines for issuers on NASDAQ Stockholm, other applicable laws and regulations, plus the Swedish Code of Corporate Governance (‘the Code). The Articles of Association also form the basis for the company’s management. The content of the Articles of Association is regulated by the Swedish Companies Act and is adopted at the Annual General Meeting. Softronic’s Articles of Association are available on the company website, www.softronic.se.
General meeting of shareholders
The general meeting of shareholders is the company’s highest decision-making entity. This meeting is where Softronic shareholders make decisions on key issues, such as adopting the profit and loss statements and balance sheets, the distribution of dividends to shareholders, the composition of the Board, discharging the Board of Directors and Chief Executive Officer from liability, changes to the Articles of Association, the election of auditors and the principles for remuneration to the management team. The general meeting of shareholders shall be prepared and implemented in such a way so as to create conditions for the shareholders to exercise their rights in an active and informed manner.
Shareholders entered in the shareholders’ register on the record date and who register their participation in the meeting have the right to be present at and vote in the meeting, either personally or via an authorised representative. Each shareholder has the right to have a matter
dealt with at the Annual General Meeting. Information on the time and location for the meeting is published on the Softronic website.
As of 31 December 2018, there were 3,370,000 A shares and each share corresponds to 10 votes. There were 49,262,803 B shares and each share corresponds to 1 vote.
The Softronic website details the meeting’s authorisation for the Board to make decisions on the acquisition of own shares or the issue of new shares. The 2018 Annual General Meeting renewed the Board’s authorisation to decide on the acquisition of up to 10% of the company’s shares, plus its authorisation to decide on the issue of new shares equivalent to 10% of the share capital.
The Board and the work of the Board
Six Board members were re-elected at the Annual General Meeting in May 2018. The Board of Directors comprises external members, Chairman Petter Stillström, Stig Martín, Anders Nilsson, Jeanna Rutherhill, Susanna Marcus and the employed member, CEO Anders Eriksson. The Board of Directors also has two employee representative nominated by the personnel, Cecilia Nilsson and Tomas Högström. For more information about the Board Members, visit the website: www.softronic.se.
The company has a nomination committee that consists of four people. The nomination committee should serve as a channel through which individual shareholders can communicate their proposals for the composition of the Board and ensure that these proposals are taken into consideration well in advance of the Annual General Meeting.
The company also has a remuneration committee, consisting of the Chair of the Board and Stig Martín. The responsibility of the remuneration committee is to prepare well thought-out contracts with the Chief Executive Officer and other senior executives. The remuneration committee held one meeting at which both members were present. According to the decision at the latest Annual General Meeting, similar to the Board’s proposal for the next meeting, the guidelines for remuneration to senior executives are that all remuneration must be competitive and allow qualified senior executives to be recruited and retained. The work of the Board of Directors also requires the involvement of the CFO and the COO, and in certain cases, business area managers. Eight Board meetings were held in 2018, at which all members elected at the Annual General Meeting were present. Over the year, the Board has discussed strategic issues with regard to the organisation and business acquisitions. The rules of procedure for the Board, together with instructions for the division of work between the Board and the Chief Executive Officer, are established in advance by the Board for one year at a time, starting and ending with the Annual General Meeting.
The Board has not created a formal audit committee. Instead, the entire Board carried out the audit committee’s tasks in that one meeting was held during the year at which all Board members were present. It is the Board’s opinion that the Board, in its entirety, best possesses the experience and expertise within auditing, financing and internal checking that may be necessary to complete audit committee assignments. Information on Board members, the composition of the remuneration committee and the required information on the Chief Executive Officer’s qualifications, work experience, significant roles outside of the company, shareholding and independence are available on the Softronic website. The work of the Board is evaluated once a year using a questionnaire and a discussion. Decisions on appointing or expelling a Board member, together with any changes to the Articles of Association are detailed in the Articles of Association available on the company website.
All members of the Board of Directors elected at the Annual General Meeting are independent in relation to the company and its management, with the exception of Anders Eriksson, who was employed as the Chief Executive Officer. Anders Eriksson, Petter Stillström (through indirect ownership, Traction) and Stig Martín are not independent in relation to major shareholders.
Chief Executive Office
The Chief Executive Officer is responsible for the ongoing management and control of the Group’s operations. This includes implementation of the Group’s overall strategy, business governance, controls and compilation of the financial reporting, allocation of financial resources and responsibility for financing and risk management. The rules of procedure for the Board regulate the division of work between the Board and the Chief Executive Officer.
The guidelines for remuneration to senior executives include the application of market employment conditions for the management team. In addition to a fixed salary, senior executives also receive performance-based variable pay. An evaluation of this remuneration policy including variable pay, remuneration structures and remuneration levels was carried out by the Board and the remuneration committee during the year and the determination was made that they are competitive. The Group does not have any outstanding share-based incentive programmes for senior executives or other employees. For more information, see Note 3 of the annual accounts.
The company’s Nomination Committee comprises the following members: Petter Stillström, Traction, Chair of the Nomination Committee, Andreas Eriksson, represents Anders Eriksson and related parties, Evert Carlsson, Swedbank Robur Fonder AB, Stig Martín, Board Member, own holdings. The Chair of the Board is the Chair of the Nomination Committee, which is a deviation from the Code; the decision to proceed was taken at the company’s Annual General Meeting.
Internal control and governance processes
Governance within Softronic is based on the vision, strategy and objectives within the Group that are used when preparing business plans, budgets and forecasts. Financial and personnel functions are coordinated within the Group staff, where the responsibility for internal control is managed. Business and administrative processes are followed up on a continuous basis, with results being followed up via financial internal reporting and analysis, to ensure ongoing governance and good internal control. Softronic’s governance and internal control system is well designed. Given this, and noting the size of the company, the Board has chosen not to conduct a separate internal audit. The Board’s responsibility with regard to internal control is laid down in the Swedish Companies Act and presented in the financial statements. The audit complies with applicable laws and regulations for Nasdaq-listed companies.
Shareholders at 31 December 2017
|A shares||B shares||Share in capital %||Votes %|
|Anders Eriksson & family & companies||1,875,400||9,318,160||21.3%||33.8%|
|Stig Martín & companies||891,600||3,345,600||8.1%||14.8%|
|Swedbank Robur Fonder||–||4,020,350||7.6%||4.8%|
|Avanza Pension (insurance company)||–||2,141,455||4.1%||2.6%|
|Nordnet Pensionsförsäkring AB||–||631,490||1.2%||0.8%|
|Clearstream Banking S.A||–||631,028||1.2%||0.8%|
|Total number of shares||3,370,000||49,262,803|
|Total percentage capital/votes||100.0%||100.0%|
Stockholm, 04 April 2018
Chair of the Board
AUDITOR’S STATEMENT REGARDING THE CORPORATE GOVERNANCE REPORT
To the General Meeting of Softronic AB (publ), CIN 556249-0192
Assignments and division of work
The Board of Directors is responsible for the Corporate Governance Report for 2017 on pages 24-25 and also for ensuring that this report has been prepared in accordance with the Swedish Annual Accounts Act.
Audit scope and approach
Our examination has been conducted in accordance with FAR’s auditing standard RevU 16 The auditor’s examination of the corporate governance statement. This means that our examination of the corporate governance statement is different and substantially less in scope than an audit conducted in accordance with International Standards on Auditing and generally accepted auditing standards in Sweden. We believe that the examination has provided us with sufficient basis for our opinions.
A corporate governance statement has been prepared. Disclosures in accordance with Chapter 6 Section 6 the second paragraph points 2–6 of the Annual Accounts Act and Chapter 7 Section 31 the second paragraph of the same law are consistent with the annual accounts and consolidated accounts, and conform to the Swedish Annual Accounts Act.
Stockholm, 4 April 2018
Authorised public accountant