Responsibility for management and supervision of the Group
is delegated between the shareholders at the Annual General
Meeting, the Board and the CEO, which is done in accordance
with the Swedish Companies Act, other legislation and regula-
tions, applicable rules for listed companies, the company’s articles
of association, the Board’s internal rules of procedure and other
internal control instruments.
SHAREHOLDERS
At the end of 2017, the company had 14,509 shareholders. The
proportion of share capital owned by institutions amounted to
approximately 47% of the capital and 13% of the votes. Foreign
investors owned approximately 14% of the share capital and 4%
of the votes. The 10 largest owners had a total holding corres-
ponding to 63% of the share capital and 90% of the votes. For
further information on the owners as at 31 December 2017, please
see pages 44–45.
ANNUAL GENERAL MEETING
The highest decision-making body is the Annual General Meeting
(AGM), at which all shareholders are entitled to participate. The
AGM is entitled to make decisions on all matters that are not in
breach of Swedish law. At the AGM the shareholders exercise their
voting rights to make decisions on the composition of the Board
of Directors, the auditors and other important matters such as
adoption of the company’s balance sheet and income statement,
appropriation of profits as well as deciding to grant the Board of
Directors and the CEO discharge from liability. This is in accor-
dance with New Wave Group’s articles of association and Swedish
legislation.
2017 ANNUAL GENERAL MEETING
The AGM for shareholders of New Wave Group was held on 10
May 2017 in Kosta. Olof Persson was elected chairman of the
meeting.
THE FOLLOWING RESOLUTIONS WERE PASSED:
The AGM adopted the income statement and balance sheet, as
well as the consolidated income statement and balance sheet,
resolved to appropriate profits in accordance with the proposed
appropriation of profits including a dividend of SEK 1.35 per share
to take place for the 2016 financial year, and discharged the Board
members and CEO from liability.
In accordance with the Nomination Committee’s proposals, the
AGM resolved:
that there shall be six (6) Board members elected by the AGM,
and no deputies will be appointed
that remuneration to the Board amount to SEK 330,000 to
the Chairman of the Board, and SEK 155,000 to each of the
other Board members who are not employed in the Group,
and an additional SEK 50,000 to each Board member who is
part of the audit committee (SEK 205,000 including the add
on for the audit committee).
38 | NWG 2017
that Directors’ remuneration may be paid to the Board
member’s Company provided that it is cost-neutral for the
Company, and in accordance with tax legislation
that Olof Persson, Elisabeth Dahlin, Torsten Jansson,
Mats Årjes, Christina Bellander and M.Johan Widerberg are
appointed as Board members (all re-elected)
that Olof Persson is appointed as Chairman of the Board
(re-elected)
that remuneration to auditors shall be paid according to
approved calculations and agreements
to re-elect Ernst & Young AB as auditors until the close of the
Annual General Meeting 2018
on the principles for the appointment of a new Nomination
Committee
In accordance with the Board of Directors’ proposals, the AGM
resolved:
on guidelines for remuneration to senior management
to authorise the Board to make decisions regarding share
issues
to authorise the Board to raise financing
Complete information about the 2017 AGM is available on the
website, www.nwg.se.
2018 ANNUAL GENERAL MEETING
The annual shareholders meeting will be held on 16 May 2018 at
1 pm in Kosta, Sweden.
NOMINATION COMMITTEE
The nomination committee represents the company’s share-
holders. Its task is to create as sound basis as possible for decisions
at the AGM and to put forward proposals for matters such as
the appointment of the Board of Directors and the auditor, and
for remuneration to these parties. The nomination committee
consists of one representative for each of the company’s three
biggest shareholders, chosen on the basis of personal qualities. If
any of these shareholders decline to appoint a member of the nomi-
nation committee, the next shareholder in terms of size is given
the opportunity to appoint a member. Information regarding the
composition of the nomination committee is normally published
in the interim report for the third quarter.
The job of evaluating the Board’s working methods and efficiency
is carried out in cooperation between the Board of Directors and
the nomination committee and is preceded by a questionnaire
evaluation of the Board’s work and s itting members.