ANNUAL REPORT Corporate Governance Report
OWNERSHIP STRUCTURE AND VOTING RIGHTS Addnode Group ’ s shares are serviced by Euroclear Sweden AB . This means that no share certificates are issued and that Euroclear Sweden maintains a shareholder register of owners and administrators in the company . Addnode Group ’ s share capital is made up of Class A , Class B and Class C shares . Each A share carries entitlement to ten votes , and each B and C share carries entitlement to one vote . Class A and B shares carry entitlement to dividends . Class C shares do not carry entitlement to dividends .
All shares carry equal entitlement to the Company ’ s assets . However , Class C shares are limited and are not entitled to a larger share of the company ’ s assets than what corresponds to the share quota value calculated as at the date of distribution , with an interest-rate factor of one month STIBOR plus 4 percentage points calculated from the date of payment of subscription settlement . Class C shares are redeemable at the company ’ s request . At the request of a shareholder , Class A shares can be converted to Class B shares , and Class C shares can be converted to Class B shares by the Board of Directors .
On 30 December 2015 , the number of shareholders was 4,432 , and the proportion of foreign-owned shares was 12 per cent . The proportion of institutional owners including mutual funds was 30 per cent . Vidinova AB is the largest shareholder , with 24.4 per cent of the share capital and 26.8 per cent of the votes . Aretro Capital Group AB is the second- largest shareholder , with 12.4 per cent of the share capital and 23.6 per cent of the votes . Vidinova AB is controlled by Dick Hasselström , and Aretro Capital Group AB is controlled by Staffan Hanstorp and Jonas Gejer .
NOMINATION COMMITTEE The 2015 Annual General Committee resolved to task the Chairman of the Board to contact the three largest owner-registered shareholders ( in terms of votes ) in Euroclear Sweden ’ s shareholder register as at 31 August 2015 , to each appoint a representative who is not a member of the company ’ s board , to form the Nomination Committee along with the Chairman of the Board ahead of the 2016 Annual General Meeting . In addition , the Chairman of the Board was tasked to appoint a representative on the Nomination Committee for the smaller share holders and a representative for the institutional owners . The representative of the largest shareholder in terms of votes is to serve as chair of the Nomination Committee . The Nomination Committee is tasked with submitting recommendations to the next year ’ s Annual General Meeting on the following :
> A chairman to preside over the Annual General Meeting > Board members > The Chairman of the Board > Fees for each of the board members > Fees for committee work > Nomination Committee for the following year > Auditors and auditors ’ fees
The Board ’ s audit committee assists the Nomination Committee in the work on submitting recommendations for the election of auditors and the auditors ’ fees . The Audit Committee evaluates the work of the auditors and informs the Nomination Committee about the results of its evaluation .
Nomination Committee ahead of the 2016 AGM The composition of the Nomination Committee was announced on Addnode Group ’ s website and via a press release published on 5 November 2015 .
The Nomination Committee was composed of the following members : > Wilhelm Arnör , representing Vidinova AB ( committee chair ) > Jonas Gejer , representing Aretro Capital Group AB > Håkan Berg , representing Swedbank Robur Fonder > Charlotta Karlander , representing the smaller shareholders > Richard Hellekant , representing PSG Capital and the institutional owners > Sigrun Hjelmquist , Chairman of the Board The Nomination Committee held three meetings prior to the 2016 AGM .
The Nomination Committee represented approximately 58 per cent of the shareholders ’ votes as at 30 December 2015 . As the basis for the Nomination Committee ’ s work , company management shared information about the company ’ s operations and strategic focus . In addition , the Chairman of the Board presented the annual evaluation of the board members ’ performance . The Chairman of the Board also provided information about the Board ’ s work during the year . All board members , in addition to Jonas Gejer and Wilhelm Arnör , are independent in relation to the company , company management and the company ’ s largest shareholders . Wilhelm Arnör is a major shareholder indirectly through his ownership in Vidinova AB . Jonas Gejer is CEO of TechniaTranscat AB and President of Product Lifecycle Management business area , and a major shareholder through his part-ownership in Aretro Capital Group AB .
ANNUAL GENERAL MEETING The shareholders ’ right to make decisions on Addnode Group ’ s affairs is exercised at Annual General Meetings or , where applicable , at extraordinary general meetings , which are Addnode Group ’ s highest decisionmaking body . The AGM is normally held in April or May . The AGM passes resolutions regarding the following : > Adoption of the annual report > The dividend > Election of board members and auditors > Directors ’ and auditors ’ fees > Guidelines for remuneration of Group Management > The Nomination Committee > Other important matters
An extraordinary general meeting may be held if the Board deems it necessary or if requested by Addnode Group ’ s auditors or owners with at least 10 per cent of the shares .
Annual General Meeting 2015 The 2015 AGM was held on 6 May 2015 . The Chairman of the Board , Sigrun Hjelmquist , was elected as Chairman of the Annual General Meeting , in accordance with the Nomination Committee ’ s recommendation .
The minutes from the AGM are available on Addnode Group ’ s website . The Annual General Meeting resolved in favour of the Board ’ s proposal to pay a dividend of SEK 2.25 per share for the 2014 financial year . Sigrun Hjelmquist was re-elected as Chairman of the Board , and Jan Andersson , Kristofer Arwin , Dick Hasselström , Annika Viklund and Thord Wilkne were re-elected as board members in accordance with the Nomination Committee ’ s proposal . The AGM approved the Nomination Committee ’ s proposal for directors ’ fees , as well as the Board ’ s proposed guidelines for remuneration and terms of employment for the President and other senior executives .
Authorisations granted by the AGM The 2015 AGM authorised the Board , on one or more occasions during the period until the next AGM , to decide on acquisitions of a maximum number of Class B treasury shares so that the company ’ s holding
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