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As First North is a marketplace for smaller companies and is not a regulated marketplace, companies listed on First North are not covered by the Swedish Code of Corporate Governance. However, from 1 January 2017, Kancera will apply this code.
In accordance with the Swedish Companies Act, the Annual General Meeting is the Company’s highest decision-making body. At the Annual General Meeting, the shareholders exercise their voting rights on key issues, such as approval of income statements and balance sheets, disposition of the Company’s profits, granting discharge from liability to the Board and the CEO, election of board members and auditors and remuneration to the board and auditors.
In addition to the Annual General Meeting, an Extraordinary General Meeting may be convened. In accordance with the Articles of Association, notice of the Annual General Meeting and Extraordinary General Meeting are published in Post- och Inrikes Tidningar and Svenska Dagbladet.
Right to attend the Annual General Meeting
All shareholders who are directly registered in the share register kept by Euroclear Sweden AB five working days before the Annual General Meeting and who have notified the Company of their intention to participate (with any assistants) in the Annual General Meeting no later than the date and time specified in the notice of the Annual General Meeting have the right to attend the Annual General Meeting and vote according to the number of shares they hold.
Shareholders can participate in the Annual General Meeting in person or through a representative and can also be assisted by a maximum of two people. Normally, shareholders are able to register for the Annual General Meeting in several different ways, which are stated in the notice convening the meeting.
Initiatives from shareholders
Shareholders who wish to have a matter considered at the Annual General Meeting must submit a written request to the Board. The request must normally have been received by the Board no later than seven weeks before the Annual General Meeting.
The Board currently has no remuneration committee, audit committee or any other committee. Instead, it is the Board’s view that the tasks that would otherwise be performed by the committees are for the time being better performed by the Board as a whole. The Board will continuously consider the need to establish committees.
Internal control over financial reporting within Kancera is designed to achieve a high level of reliability in external reporting. Within Kancera, internal control regarding financial reporting is, for example, aimed at ensuring efficient and reliable handling and reporting of purchases and sales, other revenue recognition and reporting of the Company’s financing. The control environment within Kancera constitutes the framework for the direction and culture that the Company’s board and management communicate to the organization. Internal governance and control in accordance with accepted frameworks is a priority area for the management. Kancera’s board and management define and design decision paths, powers and responsibilities that are clearly defined and communicated in the organization. The Company’s Board also strives to ensure that governing documents such as internal policies and guidelines cover areas identified as significant and that these provide the right guidance in the work of various executives within the Company.
Kancera AB has appointed a nomination committee with the task of submitting proposals to the Annual General Meeting on May 25, 2022 regarding the chairman, election of board members and chairman of the board, election of auditor, fee to the board and any special remuneration for committee work, fees to the auditors and guidelines for appointing a nomination committee.
The Nomination Committee has the following composition:
- Anders Tamsen (represents personal ownership)
- Clas Reuterskiöld, former CEO of Industrivärden AB (represents personal ownership)
- Erik Nerpin, Chairman of the Board of Kancera AB (represents personal ownership)
Shareholders who wish to submit proposals to the Nomination Committee prior to Kancera’s Annual General Meeting 2022 can do so via e-mail to Erik Nerpin at email@example.com.
The Board is the second highest decision-making body after the Annual General Meeting. According to the Swedish Companies Act, the Board is responsible for the Company’s management and organization, which means that the Board is responsible for, among other things, setting goals and strategies, ensuring routines and systems for evaluating set goals, continuously evaluating Kancera’s financial position and profits and evaluating operational management.
The Board is also responsible for ensuring that the annual accounts and, where applicable, the consolidated accounts and the interim reports are prepared in a timely manner. In addition, the Board appoints the CEO. The Board members are elected each year at the Annual General Meeting for the period until the end of the next Annual General Meeting.
According to the Company’s Articles of Association, the Board, to the extent that it is elected by the Annual General Meeting, shall consist of a minimum of three members and a maximum of eight members without deputies.
The Chairman of the Board is elected by the Annual General Meeting and has a special responsibility for the management of the Board’s work and ensuring that the Board’s work is well organized and efficiently executed. The Chairman of the Board does not participate in the operational management of the Company. The Board follows a written rules of procedure that are revised annually and adopted at the statutory Board meeting every year.
The rules of procedure regulate, among other things, Board practice, functions and the division of work between the board members and the CEO. In connection with the first Board meeting, the Board also establishes instructions for financial reporting and instructions for the CEO.
The Board meets according to an annual schedule determined in advance. In addition to these meetings, additional meetings can be arranged to deal with issues that cannot be referred to a regular meeting. In addition to Board meetings, the Chairman of the Board and the CEO have an ongoing dialogue regarding the management of the Company.
The Company’s Board currently consists of seven members.
The CEO is subordinate to the Board and is primarily responsible for the Company’s day-to-day management and day-to-day operations. The division of work between the Board and the CEO is stated in the rules of procedure for the Board and the instructions for the CEO. The CEO is also responsible for preparing reports and compiling information from management prior to Board meetings and is the presenter of the material at Board meetings.
According to the instructions for financial reporting, the CEO is responsible for keeping the Board informed on the development of Kancera’s operations, results and financial position, liquidity and credit situation, important business events and other relevant circumstances.
The auditor examines the Company’s annual report and accounts as well as the Board’s and the CEO’s administration. After each financial year, the auditor submits an auditor’s report and a consolidated auditor’s report to the Annual General Meeting. According to the Company’s Articles of Association, the Company shall have a minimum of one and a maximum of two auditors and a maximum of two deputy auditors.
Kancera’s auditor is Grant Thornton Sweden AB, with the authorized public accountant Therese Utengen as the principal auditor. Remuneration to the auditor is paid on an ongoing basis.
Grant Thornton Sweden AB and Therese Utengen are members of FAR SRS.
Grant Thornton Sweden AB
103 94 Stockholm