Corporate Governance in Dignitana AB
Dignitana AB is a public company with its registered office in Lund, Sweden. The company is listed on the Nasdaq OMX First North stock exchange. Corporate governance in Dignitana is based on the Swedish Companies Act, the listing agreement with Nasdaq OMX First North and other relevant regulations and recommendations for publicly-traded companies.
Articles of Inorporation
The Articles of Incorporation establish the company’s business focus, name, registered office, information related to capital stock, shareholder rights, the number of full and deputy board members, the number of auditors, how notice of the Annual General Meeting will be given, how registration for the Annual General Meeting will take place, how matters will be addressed at the Annual General Meeting and the company’s fiscal year.
Annual General Meeting
The Annual General Meeting (AGM) is the decision-making body of the company and is open to all shareholders. The Annual General Meeting of Dignitana is normally held in March/April in Lund, Sweden. The agenda of the Annual General Meeting includes the company’s development and decisions made in a number of central matters, such as dividends, remuneration to the Board of Directors and auditors, amendments to the Articles of Incorporation, the appointment of auditors, the election of board members and adoption of the annual financial statements. The AGM also decides on the discharge from liability and allocation of profits.
Board of Directors and its Work
The principal owner strives to ensure that the board members elected by the AGM represent the knowledge and expertise relevant to Dignitana’s operations.
The Dignitana 2015 annual general meeting elected the following Board of Directors (based on the proposal of the election committee): re-election of Johan Stormby, Semmy Rülf, Erik von Schenck and Magnus Nilsson. William Cronin was elected as a new member of the Board of Directors at the extraordinary general meeting held in August 2015.
Formal Work Plan of the Board
The Board of Directors is responsible to shareholders for the organization and management of the company. The Board shall continually monitor the company’s financial situation. The Chairman of the Board shall lead the Board’s work and ensure that the Board performs the duties prescribed by the Swedish Companies Act and the Articles of Incorporation. At the board meeting following election each year, the Dignitana Board adopts a formal work plan with instructions regarding distribution of work between the board and the CEO as well as instructions for financial reporting. In addition to regular board meetings, the Board convenes whenever special circumstances arise. At the board meeting where the annual financial statements are presented, the auditors attend to present their audit findings.
The CEO leads operations within the framework established by the Board. He compiles the necessary informational and decision-making material for board meetings, presents such material and makes reasoned proposals for decisions. The CEO leads the company’s work and makes decisions in consultation with other senior executives.
An external auditor is appointed at the Annual General Meeting for a period of one year. The role of the auditors is to review the company’s annual report and accounting as well as the management work of the board and CEO on behalf of the shareholders. The 2014 AGM elected PWC as accounting firm. The head auditor is Lars Nilsson.