The purpose of good corporate governance is to create the conditions for an active involvement from the owners; a clear, well-balanced distribution of responsibilities between owners, board of directors and management and ensuring that correct information about the company reaches the market.
Ework Group AB (publ) is a Swedish-registered public limited company based in Stockholm. The Company delivers consulting services in the fields of IT, telecoms technology, and business development. The Company has been listed on Nasdaq Stockholm since February 2010.
Framework for corporate governance
The governance of the Group includes the Articles of Association, the Swedish Companies Act, NASDAQ OMX’s rules for issuers, including the Swedish Code of Corporate Governance (the Code) and other applicable laws and regulations.
About Annual General Meeting (AGM)
The AGM is the chief decision-making body within Ework, where the shareholders exercise their influence through discussions and resolutions. All shareholders who are listed in the share register five days prior to the Annual General Meeting are entitled to participate either personally or via a proxy.
Notification must be made to the Company as set out in the convening notice. Ework’s Annual General Meeting of shareholders, its AGM, is held in Stockholm within six months of the end of the financial year. The convening notice is published in the Swedish daily newspaper Svenska Dagbladet, the Swedish Official Gazette and on the Company’s website, www.eworkgroup.com.
The main duty of the Nomination Committee is to propose Board Members, the Chairman of the Board and auditors, as well as their fees, so that the AGM can make informed decisions.
Ework’s Nomination Committee is appointed by its three largest shareholders. In a departure from the Swedish Code of Corporate Governance’s rules 2.3 and 2.4, two Nomination Committee members, i.e. a majority, are Board Members, and one Board Member has also served as Chairman of the Nomination Committee, while both these members are non-independent of the Company’s major shareholders. The justification for this is that Ework is a high-growth Company whose success is based on a strong entrepreneurial commitment from its founders and principal owners.
A Nomination Committee has been appointed in accordance with this, with the following members:
Magnus Berglind, Chairman with own holding and holding via endowment policy
Staffan Salén, appointed by Investment AB Arawak
Dag Marius Nereng, appointed by Protector Forsikring ASA
The Remuneration Committee members are Staffan Salén, Magnus Berglind and Frida Westerberg, and it is responsible for consulting on the Board’s proposal to the AGM on guidelines for remunerating the CEO and other senior managers. The CHRO reports to the Committee, but does not participate on matters relating to the role of the CHRO.
The Remuneration Committee’s duties include:
consulting on and evaluating guidelines for remunerating executive management
consulting on and evaluating the objectives and principles governing variable remuneration
consulting on and evaluating Ework’s incentive programs
The Audit Committee members are Staffan Salén, Magnus Berglind and Erik Åfors, and it held two meetings during 2022. The main duty of the Audit Committee is to monitor the processes for preparing Ework’s financial reporting and internal controls to ensure the quality of external reporting.
The Audit Committee’s duties include:
preparing and quality assure financial statements
monitoring the effectiveness of internal controls, including risk management in respect of financial reporting
monitoring the external audit and appraising the work of the external auditors
assessing the objectivity and independence of the external auditors