NWG // CORPORATE GOVERNANCE
In accordance with the Nomination Committee ’ s proposals , the AGM resolved :
# that there shall be eight Board members elected by the AGM , and no deputies will be appointed
# that remuneration to the Board amount to SEK 500,000 to the Chairman of the Board , and SEK 200,000 to each of the other Board members — who are not employed in the Group - and additional SEK 200,000 to the audit committee to distribute within the committee . Also , the Board have SEK 50,000 to distribute to Board members contributing more than what is to be expected from normal Board member work , whereby mainly work within the group ’ s digitization .
# that remuneration to auditors shall be paid according to approved calculations and agreements
# that Olof Persson , Torsten Jansson , Kinna Bellander , M . Johan Widerberg , Jonas Eriksson , Ingrid Söderlund and Ralph Mühlrad are re-appointed as Board members as well as new election of Isabella Jansson .
# that Olof Persson is appointed as Chairman of the Board ( re-elected )
# to re-elect Ernst & Young AB as auditors until the close of the Annual General Meeting 2024
# on the principles for the appointment of a new Nomination Committee
In accordance with the Board of Directors ’ proposals , the AGM resolved :
# to decide on the division of shares ( so-called share split ) and adoption of new articles of association
# to authorise the Board to make decisions regarding share issues
# to authorise the Board to raise certain financing
Complete information about the 2023 AGM is available on the website , www . nwg . se / en .
2024 Annual General Meeting
The nomination committee ' s evaluation of the Board ' s work is primarily conducted through personal interviews with all Board members . In connection with this , the Chairman of the Board comments in particular on issues related to the Board ' s functioning that have occurred within the framework of the Board ' s work during the past financial year .
The composition of the nomination committee , before the election of Board members at the 2024 AGM , is as follows :
# Tomas Risbecker , representative of Svolder AB and the committee ’ s chairman
# Torsten Jansson , CEO and representative of Torsten Jansson Holding AB
# Frank Larsson , representative of Handelsbanken fonder
According to the Code , the CEO or another person from the company management shall not be a member of the nomination committee . However , given that Torsten Jansson is New Wave Group ' s largest shareholder , both in terms of capital and voting rights , it is natural that he is a member of the nomination committee . This is the explanation for the deviation from the Code .
The nomination committee represents around 85 % of the votes in New Wave Group as of 30 September 2023 . All shareholders are able to contact the nomination committee to propose candidates to the Board . The nomination committee holds a number of meetings and in between these meetings contact is maintained by phone and e-mail . Among its many tasks , the nomination committee evaluates the composition of the Board based on the company ' s future development and challenges with the aim of having a good balance between members ' competence , background and experience .
The Board
The AGM will be held on 16 May 2024 in Kosta .
Nomination committee
The nomination committee represents the company ’ s shareholders . It has the task of submitting proposals to the AGM in regards to decisions on , among other things , the appointment of the Board of Directors and the auditor , and remuneration to them . The nomination committee consists of one representative for each of the company ’ s three biggest shareholders . If any of these shareholder ’ s decline to appoint a member of the nomination committee , the next shareholder in terms of size shall be given the opportunity to appoint a member . Information regarding the composition of the nomination committee is normally published in the interim report for the third quarter .
The Board of New Wave Group consists of eight 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 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 2023 , the Board met on ten occasions . 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
046 // ANNUAL REPORT