New Wave Group Annual Report 2020 English | Page 41

NWG // CORPORATE GOVERNANCE

Board meetings deal with forecasts , 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 organizational 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 2020 , the Board met on 14 occasions , where the increased number of meetings have been caused by the COVID-19 crisis . Göran Härstedt , deputy Group CEO , is the Board ’ s secretary .

The Chairman organizes 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 instruments . 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 .

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 in relation to the company and its management , and that at least two 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 majority shareholder of New Wave Group , Torsten Jansson is not considered to be independent in relation to the company , the company management and the company ’ s major shareholder . Olof Persson , Christina Bellander , Mats Årjes , M . Johan Widerberg , Jonas Eriksson and Magdalena Forsberg are considered to be independent in relation to both the company , the company management as well as the company ’ s major shareholders . It is thus the opinion of the nomination committee that the current composition of the New Wave Group Board satisfies the requirements for independence laid down in both the Code and in the Nasdaq Stockholm Rulebook for issuers . For a detailed presentation of the Board , Board Members assignments and holdings in New Wave Group , please refer to pages 52-53 .

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 Chairman of the committee and Christina Bellander is member of the committee . Both are independent in relation to the company and its management . CFO and internal auditor are adjunct to AC . The internal auditor is the committee ’ s secretary .

The Board assigns to the AC to prepare and decide on audit issues and report discrepancies to the Board . 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 2020 , AC met on five occasions and all members participated in these meetings .

Total 1 390 000

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