New Wave Group AB Annual_report_2018_EN_HQ | Page 39

ew W ave Group A B (p u NWG // CORPORATE GOVERNANCE Corporate governance New Wave Group applies the relevant rules laid down in the Swedish Code of Corporate Governance (“the Code”) and the Swedish Annual Accounts Act. The company’s Board of Directors has thus drawn up this corporate governance report. More information about the Code may be found at www.bolagsstyrning.se, where there is also a description for foreign investors. R esponsibility for management and supervision of the Group is dele- gated 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 regulations, applicable rules for listed companies, the company’s articles of association, the Board’s internal rules of procedure and other internal control instruments. Shareholders As of 31 December 2018, the company had 13,780 shareholders. The proportion of share capital owned by institutions amounted to 46 % of the capital and 13 % of the votes. Foreign investors owned 14% of the share capital and 4 % of the votes. The 10 largest owners had a total holding corresponding to 68 % of the share capital and 91 % of the votes. For further information on the owners as of 31 December 2018, please see pages 48 - 49. New Wave Group’s articles of association and Swedish legislation. Annual General Meeting The AGM for shareholders of New Wave Group was held on 16 May 2018 in Kosta. Olof Persson was elected chairman of the 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 accordance with 2018 Annual General Meeting The following resolutions were passed: The AGM adopted the income statement and balance sheet, as well as the conso- lidated income statement and balance sheet, resolved to appropriate profits in accordance with the proposed appropri- ation of profits including a dividend of SEK 1.70 per share to take place for the 2017 financial year, and discharged the Board members and CEO from liability. ANNUAL REPORT // 039