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 550,000 to the Chairman of the Board, and SEK 225,000 to each of the other Board members— except for the CEO- and additional SEK 200,000 to the audit committee to distribute within the committee. Also, the Board have SEK 150,000 is set aside for the Board of Directors to distribute to Board Members for work outside normal Board work, in particular work in relation to the Group’ s strategy.
# that remuneration to auditors shall be paid according to approved calculations and agreements
# Kinna Bellander, Isabella Jansson, Torsten Jansson, Ralph Mühlrad, Olof Persson and M. Johan Widerberg were re-elected as Board Members. Susanne Given and Kristina Johansson were elected as new Board Members.
# Olof Persson was re-elected as Chairman of the Board.
# Deloitte AB was elected as Auditor until AGM 2025.
In accordance with the Board of Directors’ proposals, the AGM resolved:
# on guidelines for remuneration to senior executives.
# to authorise the Board to make decisions regarding share issues
# to authorise the Board to raise certain financing
Complete information about the 2024 AGM is available on the website, www. nwg. se / en.
2025 Annual General Meeting
The AGM will be held on 6 May 2025 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 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 2025 AGM, is as follows:
# Tomas Risbecker, representative of Svolder AB and the committee’ s chairman
# Frank Larsson, representative of Handelsbanken fonder
# Torsten Jansson, CEO and representative of Torsten Jansson Holding AB
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 2024. 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 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 2024, the Board met on nine 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 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
042 // ANNUAL REPORT