NWG // CORPORATE GOVERNANCE
Board meetings are held each year . During 2022 , the Board met on ten occasions . Göran Härstedt , deputy Group CEO , is the Board ’ s secretary .
In November 2022 , Mats Årjes resigned as a board member due to personal reasons .
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 , Kinna Bellander , M . Johan Widerberg , Jonas Eriksson , Ingrid Söderlund and Ralph Mühlrad 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 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 Kinna 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 2022 , AC met on four occasions and all members participated in these meetings .
The Board of Directors |
Presence |
Independent |
Remuneration , SEK |
Olof Persson , Chairman of the Board |
10 / 10 |
YES |
483 336 |
Kinna Bellander |
10 / 10 |
YES |
268 336 |
Ingrid Söderlund |
9 / 10 |
YES |
196 668 |
M . Johan Widerberg |
10 / 10 |
YES |
268 336 |
Torsten Jansson |
10 / 10 |
NO |
0 |
Ralph Muhlrad |
10 / 10 |
YES |
196 668 |
Jonas Eriksson |
9 / 10 |
YES |
196 668 |
Mats Årjes ( resigned 2022 ) |
10 / 10 |
YES |
180 001 |
Total 1 790 013
ANNUAL REPORT // 047