New Wave Group Annual Report 2024 | Page 43

NWG // CORPORATE GOVERNANCE

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, Susanne Given, Kristina Johansson 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 CEO of a subsidiary ' s( Orrefors Kosta Boda AB), 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 54-55.

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 2024, AC met on six occasions and all members participated in these meetings.

Total 2,036,000

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