Corporate Governance
AddLife board of directors
The tasks of the board of directors
The main task of the board of directors is to manage the operations of the AddLife Group on behalf of the shareholders so that the shareholders' interests in long-term good capital returns are met in the best possible way. The board of directors has overall responsibility for AddLife's organization and management. The board's work is regulated, among other things, by the Swedish Companies Act, the Articles of Association, the Code, and the rules of procedure established by the board for its work.
Composition and independence of the board of directors
According to AddLife's Articles of Association, the board of directors shall consist of at least four and at most six members. The members are elected annually at the annual general meeting for the period until the end of the next annual general meeting. There is no restriction on how long a member can serve.
The Nomination Committee applies Rule 4.1 of the Code as a diversity policy. The board of directors shall have a composition that is appropriate with regard to the company's activities, development stage, and other circumstances, characterized by versatility and breadth in terms of the competence, experience, and background of the board members elected by the general meeting. Gender equality shall be sought. Since the annual general meeting on May 5, 2022, the board of directors consists of six members, three men and three women.
The Nomination Committee has assessed that the composition of the board of directors during 2022 meets the independence requirements set out in the Code. Johan Sjö, Birgit Stattin Norinder, Eva Elmstedt, and Eva Nilsagård are independent in relation to the Company and the Group management, as well as in relation to the Company's major shareholders.
Responsibilities and work of the board of directors
The tasks of the board of directors are regulated by the Companies Act, AddLife's Articles of Association, and the Code. In addition, the board's work is regulated by rules of procedure established by the board. The board has established a written set of rules of procedure that regulate its work and the division of responsibilities, including its committees, decision-making procedures within the board, the board's meeting procedures, and the chairman's tasks. The board has also issued an instruction to the CEO and an instruction for financial reporting to the board. Furthermore, the board has adopted a number of policies for the Group's operations, such as the Finance Policy, Communication Policy, and Code of Conduct. The board monitors the CEO's work through ongoing follow-up of the operations during the year and is responsible for ensuring that the organization and the management and guidelines for the administration of the Company's affairs are appropriately designed. The board is also responsible for ensuring that the Company has effective systems for monitoring and controlling its operations and compliance with laws and regulations applicable to the Company's operations. The board is also responsible for determining and developing the Company's goals and strategy, deciding on acquisitions and divestment of businesses, major investments, and appointments and remuneration for the Group management. The board and the CEO present the annual report to the annual general meeting.
Annually, an evaluation of the board's work shall be carried out under the chairmanship of the chairman of the board, and the Nomination Committee shall be informed of the results of the evaluation. The board shall continuously evaluate the work of the CEO. This issue shall be addressed annually, with no one from the Company's management present. The board shall also evaluate and take a position on significant assignments that the CEO may have outside the Company, if such assignments exist.
In October 2022, the annual evaluation of the board's work was carried out under the leadership of the chairman of the board, and the nomination committee has been informed of the results of the evaluation.
The Board's rules of procedures
The Board's rules of procedures should be evaluated, updated, and established annually. The rules of procedures specifies how the work should be divided among the board members, including its committees and the CEO, the number of regular board meetings, the matters to be addressed at regular board meetings, and the tasks of the board chairman. The board has also issued written instructions on how financial reporting to the board should be carried out.
The Board's work in 2022
During the financial year, the board held 13 board meetings, of which 5 were held before the annual general meeting in 2022 and 8 after. The attendance of the board members is shown in the table below.
At the regular meetings, the board dealt with the fixed items that follow from the board's rules of procedures and annual plan, such as follow-up of operations and business conditions, financial reporting, decisions on current acquisitions, the establishment of policy documents, as well as a review of internal control and corporate governance.
In addition, the board dealt with the group's long-term goals and strategy, sustainability issues, succession planning, and overall organizational issues and financing.
| Board member | Board meetings | Remuneration committee | Audit committee | Independent in relation to the company | Independent in relation to major shareholders |
|---|---|---|---|---|---|
| Total number of meetings | 13 | 1 | 4 | ||
| Johan Sjö (Chairman of the board) | 13 | 1 | 4 | Yes | Yes |
| Birgit Stattin Norinder | 13 | 4 | Yes | Yes | |
| Eva Nilsagård | 13 | 4 | Yes | Yes | |
| Håkan Roos | 13 | 4 | Yes | No | |
| Stefan Hedelius | 13 | 1 | 4 | Yes | No |
| Eva Elmstedt | 13 | 4 | Yes | Yes |
Remuneration committee
The board has appointed a remuneration committee consisting of Johan Sjö, chairman, and Håkan Roos. The remuneration committee has developed a proposal for principles for remuneration for senior executives. The proposal has been considered by the board and will be presented for the annual general meeting's decision. Based on the annual general meeting's decision, the board will then decide on remuneration for the CEO. The CEO shall not present his own remuneration. Upon the CEO's proposal, the remuneraton committee shall decide on remuneration for other members of the executive management. The board shall be informed of the remuneration committee's decision. The remuneration committee shall then be responsible for monitoring and evaluating the application of the guidelines for remuneration for senior executives that the annual general meeting has decided upon. In addition, the committee shall monitor and evaluate ongoing and completed programs for variable remuneration for company management.
The remuneration committee has had one meeting during the financial year. At the meeting, all members of the committee were present.
Audit committee
The audit committee consists of the board in its entirety, and Eva Nilsagård has been appointed as the audit committee's chairman. The committee's work is conducted as an integrated part of the board's work at regular board meetings. The audit committee shall, without affecting the board's overall responsibility and tasks, monitor the company's financial reporting, monitor the effectiveness of the company's internal control and risk management with regard to financial reporting, keep itself informed of the audit of the annual and consolidated financial statements, review and monitor the auditors' impartiality and independence, and in particular pay attention to whether the auditors provide the company with services other than audit services, and assist in preparing proposals for the shareholders' decision on the appointment of auditors.
The audit committee has had four meetings during 2022 in connection with the publication of the interim reports. In addition, AddLife's risk matrix has been discussed, and the company's external auditors have reported on the interim review.
In connection with the adoption of the annual accounts for 2022 at the Board meeting in February 2022, the Board received a review and a report from the Company’s external auditors. At this time, the board also had a review with the auditors without the presence of the CEO or other members of the management team.
Compensation for the board
Compensation for the board is determined by the annual general meeting. The annual general meeting in 2022 decided on a total remuneration of SEK 2,525,000 for the period until the end of the next annual general meeting. Of the remuneration, SEK 700,000 is allocated to the chairman of the board, SEK 350,000 to each of the other members, and SEK 75,000 to the chairman of the audit committee.