The Swedish Code

The Swedish Code of Corporate Governance is based on the principle follow or explain. This means that companies which apply the Code may deviate from specific rules, but must then provide explanations and reasons for each individual deviation. Nolato only deviates from points 2.4 and 7.3 of the Code.
 
Point 2.4 states that the majority of the Nomination Committee should be made up of non-Board members, that no more than one of these Board members may be dependent in relation to the Company’s major shareholders, and that the Chairman of the Nomination Committee should not be the Chairman of the Board or another Board member.
Nolato’s largest shareholders are of the opinion that the Company’s ownership structure, with three families which hold around 65% of the Company’s votes, is best represented within the Nomination Committee by these shareholders together with other major shareholders. Since the representatives of these families have such a large shareholding in the Company, they have deemed it to be both natural and necessary that they should also be involved and exercise their shareholders’ interests through representation on both the Company’s Nomination Committee and the Board.
 

Point 7.3 states that the Audit Committee should consist of at least three Board members. The Board has decided that, in view of the composition and size of Nolato’s Board, the Audit Committee would be best represented by two members.