Corporate Governance

General

The Company’s corporate governance is governed by Swedish legislation and regulations such as the Swedish Companies Act (Sw. Aktiebolagslagen (2005:551)), the Swedish Accounting Act (Sw. Bokföringslagen (1999:1078)) and the Swedish Annual Reports Act (Sw. årsredovisningslagen (1995:1554)). The Company applies the First North Rulebook. The Swedish Corporate Governance Code is applicable to Nasdaq First North Premier, thus the Company is obligated to apply or be in compliance with the Code. The Code specifies norms for good corporate governance at a higher and more detailed level than the statutory regulation. The individual norms in the Code are not mandatory and companies may deviate from them. In case of a deviation, the Company must report such deviation in its corporate governance report, describe the Company’s own solution and explain the reason for the deviation (the “comply or explain” principle). For more information, please refer to www.corporategovernanceboard.se/the-code.

The corporate governance is exercised, inter alia, through the general meeting, the Board of Directors and the Managing Director. The Company’s auditor, who is appointed by the annual general meeting, supervises the Company’s accounts and the management of the Company by the Board of Directors and the Managing Director.

Corporate Governance Reports

A Corporate Governance Report (Sw. Bolagsstyrningsrapport) is issued yearly. Please find these below.

Corporate Governance Report 2017

Bolagsstyrningsrapport 2017

General meeting of the Shareholders

The shareholders’ exercise their voting rights at the general meeting of the shareholders. The majority requirements in the Swedish Companies Act apply to the decision-making of the general meeting. Notice of a general meeting shall be given through an announcement in the Swedish Official Gazette and by way of being published on the Company’s website. Simultaneously, through advertisement in the Swedish newspaper Svenska Dagbladet, information shall be provided that notice has been issued. To be entitled to participate in a general meeting, shareholders shall, firstly, be registered in the transcript or other list reflecting the entire share register regarding the shareholdings five workdays prior to the meeting and, secondly, notify the Company of their intention to attend the meeting not later than on the day stipulated in the notice convening the general meeting.

Nomination Committee

The general meeting in May 2018 resolved that the nomination committee shall be appointed in accordance with the following principles.

The chairman of the board of directors shall, based on the shareholding according to Euroclear Sweden AB as of the last business day in September 2018, contact the three largest shareholders, who shall be entitled to appoint one member each of the nomination committee. If any of the three largest shareholders declines to appoint a member of the nomination committee, the next largest shareholder shall be offered the opportunity to appoint a member of the nomination committee. The nomination committee may also decide that the chairman of the board of directors shall be a member of the nomination committee. The managing director or another member of the Company’s executive management shall not be a member of the nomination committee. The chairman of the board of directors shall convene the nomination committee to its first meeting. A representative of a shareholder shall be appointed the chairman of the nomination committee. Neither the chairman of the board of directors nor another director of the board shall serve as chairman of the nomination committee. The term of the nomination committee expires when a new nomination committee has been appointed.

If a shareholder, who is represented in the nomination committee, during the term of the nomination committee ceases to be one of the three largest shareholders, a representative appointed by that shareholder shall offer to vacate his or her office and the shareholder who has become one of the three largest shareholders shall be offered the opportunity to appoint a member of the nomination committee. Minor changes do not have to be considered. A shareholder who has appointed a representative in the nomination committee is entitled to remove such representative and appoint another representative. Changes in the nomination committee’s composition shall be published on the Company’s website as soon as the composition has changed.

It is proposed that the nomination committee’s tasks shall be to prepare and draw up proposals regarding appointment of chairman of the annual general meeting, chairman of the board of directors and other directors of the board, remuneration to the chairman of the board of directors and the other directors of the board, appointment of auditor, remuneration to the auditors and principles for the appointment of nomination committee. No remuneration shall be paid to the nomination committee. If deemed necessary, the nomination committee may engage external consultants to find candidates with relevant experience and the company shall cover the cost for such consultants. The nomination committee shall, in connection with performing its tasks, forward certain information to the Company so that the Company can comply with applicable obligations to disclose information.

The composition of the nomination committee shall be announced no later than six months before the annual general meeting. In connection therewith, information shall also be provided on how shareholders can submit proposals to the nomination committee.

The nomination committee consists of the following:
Jan Samuelson, Chairman Stillfront Group,
Kai Wawrzinek, representing Laureus Capital,
Joachim Spetz, representing Swedbank Robur Fonder, and
Niklas Johansson, representing Handelsbanken Fonder.
Shareholders who wish to make proposals to the nomination committee can do so via email to joachim.spetz@hotmail.com or ir@stillfront.com. Proposals can also be sent via post to Stillfront Group, att: Valberedningen, Sveavägen 9, 111 57 Stockholm, Sweden. In order for the nomination committee to be able to consider submitted proposals in a constructive manner, these should be submitted no later than by February 1, 2019.

Board of Directors

The Board of Directors holds meetings four times each year, or when there is otherwise reason to hold a meeting. The Board of Directors has adopted rules of procedure to govern its work. A Remuneration Committee and an Audit Committee have been appointed. The Board of Directors has furthermore adopted instructions for the reporting in the company and instructions for the Managing Director. The Board of Directors has also adopted an insider policy and information policy which are applicable to all board members, members of management and employees within the Group.

Remuneration Committee

The Remuneration Committee’s main tasks are to prepare the board’s decisions on issues concerning principles for compensations and other terms of employment for Stillfront’s CEO and other executives, monitor and evaluate programs for variable compensation, both ongoing and those that have ended during the year, for the executive management.

Audit Committee

The Audit Committee shall support the Board in monitoring that the Company and the Group is organised and managed in such a way that its accounts in all material aspects are controlled in a satisfactory manner in accordance with external laws and regulations and internal rules, focusing on the Company’s financial reporting and the internal control over such reporting.

CEO and Executive Management

The Managing Director is appointed by the Board of Directors and shall abide by the instructions adopted by the Board of Directors. The Managing Director is responsible for the Company’s day-to day management, which includes managing all operational aspects of the Company’s business in accordance with the business plan, principles and instructions adopted by the Board of Directors. The managing director is furthermore responsible for the preparation and presentation of matters to be addressed by the Board of Directors, as well as for the execution of decisions made by the Board of Directors. Jörgen Larsson is the managing director of the company and has been employed since October 2015. Before he became appointed as the Managing Director and employed by the Company, he acted as Managing Director on a consultancy basis. In addition to the Managing Director, the Executive Management of Stillfront consists of the Company’s CFO Sten Wranne. Sten Wranne was employed as the Company’s CFO in October 2015. Before his employment, he has acted part-time as the CFO on a consultancy basis.

Remuneration to the Board of Directors and management

Fees and other remuneration for members of the Board of Directors, including the Chairman of the board, are resolved upon by the annual general meeting. The general meeting has resolved that the chairman of the Board of Directors shall receive remuneration with an amount of SEK 425 000 and that the remuneration of to the other board members shall be SEK 200 000. For work in audit committee, remuneration of SEK 100,000 shall, in addition to the board remuneration, be paid to the chairman and SEK 50,000 to each of the members in the committee. In the remuneration committee, remuneration of SEK 60,000 shall, in addition to the board remuneration, be paid to the chairman and SEK 30,000 to each of the members in the committee.

Remuneration to the Managing Director and management consist of fixed salary, bonus, other benefits and pension. Neither the members of the Board of Directors nor the members of the management of the Company are entitled to any benefits following termination of their respective assignments.

Incentive program

An incentive program for the management was decided upon on the Extra General Meeting April 18, 2017. Please refer to the General Meetings section of this website for a complete description of the incentive program.

An incentive program for key individuals was decided upon on the General Meeting May 30, 2018. Please refer to the General Meetings section of this website for a complete description of the incentive program.

Auditors

The Auditing Company in Stillfront Group AB is Mazars SET Revisionsbyrå AB, reg.no. 556439-2099. The Auditing Company was appointed at the extraordinary general meeting on 12 October 2015. The auditor in charge is Michael Olsson, born 1974. Michael is an authorized public accountant and a member of FAR (professional institute for authorized public accountants). Bengt Ekenberg is also an auditor of Stillfront Group AB.

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