NWG // CORPORATE GOVERNANCE
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 board of New Wave Group is subject to the independence requirements stipulated in the Code , meaning that a majority of the board ' s members must be independent in relation to the company and company management , and that at least two of these must also be independent in relation to the company ' s major shareholders .
As CEO and majority owner of New Wave Group , Torsten Jansson is not independent in relation to the company , the company ' s management and the company ' s major shareholders . Isabella Jansson is also not independent , as she is employed in the group and daughter of Torsten Jansson . 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 and the company management as well as in relation to the company ' s major shareholders .
It is the nomination committee ' s assessment that the current board composition in New Wave Group meets the independence requirements set out in the Code . It is noted , however , that the Code states that at most one of the board members must work in the company ' s or subsidiary ' s management . As Torsten Jansson is CEO of New Wave Group and Isabella Jansson is a member of a subsidiary ' s ( Orrefors Kosta Boda AB ) management team , the current board composition is a departure from the Code . With regard to the ownership composition and the importance of continuity within the ownership family , the nomination committee considers that it is well-founded to depart from the Code in this regard , and it is the nomination committee ' s assessment that the board is appropriately composed and well suited for its tasks .
For a detailed presentation of the Board , Board Members assignments and holdings in New Wave Group , please refer to pages 58-59 .
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 2023 , AC met on seven 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 |
500 000 |
Kinna Bellander |
10 / 10 |
YES |
291 000 |
Ingrid Söderlund |
10 / 10 |
YES |
200 000 |
M . Johan Widerberg |
10 / 10 |
YES |
291 000 |
Torsten Jansson |
10 / 10 |
NO |
0 |
Ralph Mühlrad |
10 / 10 |
YES |
200 000 |
Jonas Eriksson |
10 / 10 |
YES |
200 000 |
Isabella Jansson , newly elected 2023 |
7 / 7 |
NO |
133 336 |
Total 1 815 336
ANNUAL REPORT // 047