New Wave Group AB Annual_report_2018_EN_HQ | Page 41

NWG // CORPORATE GOVERNANCE
of the elected members who are independent in
relation to the company and its management should
also be independent in relation to the company’s
major shareholders.
As CEO and major shareholder of New Wave
Group, Torsten Jansson is considered to be dependent
in relation to the company and the company mana-
gement. Olof Persson, Christina Bellander, Mats
Årjes and M. Johan Widerberg are considered to
be independent in relation to both the company
and the company’s major shareholder. It is thus
the opinion of the nomination 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 assign-
ments and holdings in New Wave Group, please refer
to pages 52-53.
The Board and its work
The Board of New Wave Group consists of five
members elected by the AGM. The Board’s working
procedures are defined in the rules of procedure,
which regulate the delegation of responsibility
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 2018, the Board met on nine 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,
The Board of Directors
Olof Persson, chairman
Christina Bellander
Mats Årjes
M. Johan Widerberg
Torsten Jansson
Elisabeth Dahlin (resigned member)
Total
Presence
9/9
9/9
7/9
9/9
9/9
5/9
including the Code, and the Board’s other internal
control instruments. The Chairman follows
operations in dialogue with the CEO and is respon-
sible for other Board members receiving the
information required to complete the Board’s tasks.
Audit committee
Audit committee (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 AC's
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 in relation to the company
and its management. CFO is adjunct to AC and the
committee’s secretary.
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
AC shall meet on a regular basis four times per
annum and its protocols shall be communicated
to the Board of Directors. During 2018, AC met
on four occasions and all members participated in
these meetings.
Independent
YES
YES
YES
YES
NO
YES
Remuneration
343 333
215 000
161 667
215 000
0
51 667
986 667
ANNUAL REPORT // 041