The composition of the nomination committee, before the election
of Board members at the 2018 AGM, is as follows:
Arne Lööw, representative of Fjärde AP-fonden and the
committee’s chairman
Torsten Jansson, CEO and representative of Torsten Jansson
Förvaltnings AB
Johan Ståhl, representative of Lannebo fonder
As per the Code, the CEO or other company executive cannot
be a member of the nomination committee. Torsten Jansson is
a member as principal owner and a deviation from the Code has
thus been made, and explained by the high ownership.
The nomination committee represents around 84% of the votes
in New Wave Group as at 31 December 2017. All shareholders
are able to contact the nomination committee to propose candi-
dates to the Board. The nomination committee has held a number
of meetings and in between these meetings maintained contact
by phone and e-mail. Among its many tasks, the nomination
committee has evaluated the Board of Directors on the basis of the
company’s future development and challenges in order to achieve
a good combination of expertise and experience.
INDEPENDENCE OF THE BOARD
The New Wave Group Board is subject to the requirements for
independence described in the Code. The requirements mainly
involve that only one person from the company’s management
may be a member of the board, that a majority of the elected
members of the board shall be independent of the company and
its management, and that at least two of the elected members who
are independent of the company and its management should also
be independent of the company’s major shareholders.
As CEO and major shareholder of New Wave Group, Torsten
Jansson is considered to be dependent on the company and
the company management. Olof Persson, Christina Bellander,
Elisabeth Dahlin, Mats Årjes and M.Johan Widerberg are consi-
dered to be independent in relation to both the company and the
company’s major shareholder. It is thus the opinion of the nomi-
nation committee that the current composition of the New Wave
Board satisfies the requirements for independence laid down in
both the Code and in the rules and regulations of NASDAQ
OMX Stockholm for issuers. For a detailed presentation of the
Board, Board Members assignments and securities holding in
New Wave Group, please refer to page 46.
THE BOARD AND ITS WORK
The Board of New Wave Group consists of six members elected
by the AGM. The Board’s working procedures are defined in the
rules of procedure, which regulate the delegation of responsi-
bility between the Board and the CEO, the CEO ’s authority, the
meeting schedule and reporting routine. The Board meetings deal
with budgets, interim reports, year-end accounts, state of business,
investments and new launches. They also deal with general issues
relating to the long-term business strategy as well as structural and
organisational issues.
The working language of the Board’s meetings and documentation
is Swedish. As a rule, between seven and twelve Board meetings
are held each year. During 2017, the Board met on ten occasions.
Göran Härstedt is the Board’s secretary.
The Chairman organises and leads the Board’s work so that this is
carried out in accordance with the Swedish Companies Act, other
legislation and regulations, applicable rules for listed companies,
Including the Code, and the Board’s other internal control instru-
ments. The Chairman follows operations in dialogue with the
CEO and is responsible for other Board members receiving the
information required to complete the Board’s tasks.
AUDIT COMMITTEE
The Group has an Audit Committee (AC) since February 2017.
AC is a Committee to the Board of Directors and members
are appointed by the Board of Directors. The Committee shall
consist of at least two members of the Board. The majority of
the ACs members shall be independent of the company and its
management. Members of the Board who are part of company
management cannot be a member of the AC. M Johan Widerberg is
President and Christina Bellander is a member of the Committee.
Both are independent of the company and its management. CFO,
is adjunct to AC, as well as takes minutes.
The Board assigns to the AC to prepare and decide on audit issues
and report discrepancies to the Board. The Board decides however
on the appointment of an internal auditor and the external auditor
reports directly to the Board. AC shall on the board’s instructions
be responsible for the work to ensure the quality of the company’s
internal management and control in regards to;
financial reporting
risk management and risk control
compliance
other internal management and control
matters which the Board refers to AC
The Board
Olof Persson, chairman
Christina Bellander
Elisabeth Dahlin
Mats Årjes
M. Johan Widerberg
Torsten Jansson
Total
Presence
10/10
10/10
9/10
10/10
10/10
10/10
Independent
Yes
Yes
Yes
Yes
Yes
No
Remuneration
323 333
186 664
153 336
153 336
186 664
0
1 003 333
NWG 2017 | 39