NWG // CORPORATE GOVERNANCE
The Group’ s central finance organization is responsible for implementing, further developing and maintaining the Group’ s control routines, and for performing internal controls of business critical matters. The Board receives financial reports on an ongoing basis, and at each Board meeting the financial situation facing the Group and the various companies is discussed. During the year the Board also receives reports from the company’ s auditors detailing their observations.
The companies
New Wave Group’ s organization is decentralized, with a high degree of independence and self-determination being delegated to company management. The objective is for the companies to be run in an entrepreneurial spirit, while at the same time enjoying the benefits of belonging to a large group of companies. The Group therefore consists of a large number of operational companies, approximately 65 in total. Board meetings are normally held three times a year in each company or sub-group. The composition of the Boards depends on the company’ s direction and its stage of development. In addition to Group management, the expertise of CEOs in“ mature” companies are utilized in the Boards of local subsidiaries. The organizational model chosen by New Wave Group provides for effective benchmarking of profitability linked to operating margin, capital tied up and growth between companies, brands and markets.
Operating segments
The Group divides its operations into three operating segments: Corporate, Sports & Leisure, and Gifts & Home Furnishings. Operating segment managers are included in the Group management, in order to coordinate operations. The products for each brand follow the operating segments, but have separate sales teams for the different sales channels, promo and retail.
Sales channels
The Group’ s products are sold via two sales channels: promo and retail.
Internal audit
The Group has developed control and internal control systems whose compliance is followed up by the respective company management as well as by the Group ' s central finance department. The Board’ s methods of monitoring the Group management ' s assessment of the internal control include contact with the company’ s external auditors and the audit committee, to which the Group internal auditor reports.
External audit
The company’ s auditor reviews the interim report for the third quarter and audits the annual report and the consolidated accounts. The auditor also reviews the Corporate Governance Report and confirms that the Group has prepared a Sustainability Report. The auditor reports the results of the audit in the Audit Report and in an opinion on the Corporate Governance Report, and provides an opinion on whether the guidelines for executive remuneration have been complied with, which is presented to the AGM.
At the AGM 2024, the audit firm Deloitte AB was appointed as auditor. Didrik Roos is the head auditor.
Articles of association
The articles of association are adopted by the AGM and contain fundamental facts about the company, e. g. what kind of business the company will run, the size of the share capital, the number of shares issued, the number of Board members and the procedure for convening the AGM. The company’ s articles of association state, among other things, that the Board of Directors shall consist of at least four and no more than eight members, that the Board has its registered office in Gothenburg, and that a class A share shall carry ten votes and a class B one vote. The complete articles of association are available at the New Wave Group website, www. nwg. se.
Concept groups
Within each operating segment there are a number of concept groups responsible for strategic direction, product development and marketing strategy for one or more brands.
046 // ANNUAL REPORT