Corporate Governance

Corporate Governance

Nolato is a Swedish limited company. Its corporate governance is based on Swedish legislation (primarily the Swedish Companies Act), the regulations set out by Nasdaq Stockholm, the Swedish Code of Corporate Governance and the rules and recommendations issued by relevant organisations.

Corporate governance report

Nolato’s formal corporate governance report is available to read and download from this web page. The report specifies how the assessment of the Board’s work is conducted and reported.

 

Shareholder governance

Shareholders exercise their power of ownership at annual general meetings. Nolato’s A shares entitle holders to ten votes, and the B shares to one vote. There is no restriction on how many votes shareholders may cast at general meetings.

Resolutions at annual general meetings are normally passed by simple majority. On certain issues, the Swedish Companies Act stipulates a specific minimum percentage of the shareholders present and/or a larger majority.

The meeting of the company at which the Board presents the annual accounts and the audit report is called the Annual General Meeting (AGM) and is normally held by Nolato at the end of April. The AGM also deals with matters relating to subjects such as dividends, discharging the members of the Board and the President from liability, and electing the Board members, the Chairman of the Board and auditors. The AGM also determines the fees payable to the Board and the auditors, guidelines for the remuneration of senior executives and the principles for appointing the Nomination Committee for the next AGM.

Shareholders have the opportunity to ask questions about the company and its performance at the AGM. Shareholders also have opportunities to request that a particular issue be dealt with by submitting such a request in writing to the Board.

 

 

The company’s application of the Code

The Swedish Code of Corporate Governance is based on the principle of comply 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 deviates from one of the points in the Code:

Point 2.4 states 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 just over 60% of the votes, is best represented in the Nomination Committee by these shareholders together with other large shareholders. Since the representatives of these families have such a large shareholding, 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.

 

 

Auditor elected by AGM

The 2016 AGM elected Ernst & Young AB as auditor of Nolato with authorised public accountant Stefan Engdahl as principal auditor.

 

Auditor

Stefan Engdahl, born in 1967. Authorised public accountant, Ernst & Young AB. Auditor of Nolato since 2015. Other clients include: ITAB Shop Concept AB, Doro AB and AGES Industri AB.

Current report

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