NWG Annual Report 2019 - EN NWG Annual Report 2019 - EN | Page 41

NWG // CORPORATE GOVERNANCE
two of the elected members who are independent in
relation to the company and its management should
also be independent in relation to the company’s major
shareholders.
As CEO and majority shareholder of New Wave
Group, Torsten Jansson is considered to be dependent
in relation to the company and the company manage-
ment. Olof Persson, Christina Bellander, Mats Årjes,
M. Johan Widerberg, Jonas Eriksson and Magdalena
Forsberg are considered to be independent in relation
to both the company and the company’s major share-
holder. It is thus the opinion of the nomination
committee that the current composition of the New
Wave Group Board satisfies the requirements for
independence laid down in both the Code and in the
rules and regulations of NASDAQ OMX Stockholm
for issuers. For a detailed presentation of the Board,
Board Members other assignments and holdings in
New Wave Group, please refer to pages 52-53.
The Board and its work
The Board of New Wave Group consists of seven
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 2019, the Board met on ten occasions. Göran
Härstedt, deputy 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
The Board of Directors
Olof Persson, chairman
Christina Bellander
Mats Årjes
M. Johan Widerberg
Torsten Jansson
Jonas Eriksson (new election)
Magdalena Forsberg (new election)
Total
Presence
10/10
10/10
10/10
10/10
10/10
5/5
4/5
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.
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 in relation to 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 President
and Christina Bellander is member of the Committee.
Both are independent in relation to the company
and its management. CFO is adjunct to AC and the
committee’s secretary. The Group internal auditor
also participates on the committee’s meetings.
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 2019, AC met on five occasions
and all members participated in these meetings.
Independent
YES
YES
YES
YES
NO
YES
YES
Remuneration
370 004
229 996
175 000
229 996
0
120 000
120 000
1 244 996
ANNUAL REPORT // 041