ANNUAL REPORT Corporate Governance Report
following such acquisition does not exceed 10 per cent of all the shares in the company at any given time . Furthermore , the 2015 AGM also authorised the Board , on one or more occasions prior to the next AGM , to decide on the transfer of Class B shares in the company to a third party . The number of shares transferred may not exceed the total number of treasury shares held by the company at any given time . The reason for permitting the Board to deviate from shareholders ’ preferential rights is to enable financing of potential company acquisitions and other types of strategic investments in a cost-efficient manner . Up until the date of publication of this annual report , 477,497 Class B treasury shares were transferred with the support of this authorisation . To finance potential company acquisitions using treasury shares , the Board received a mandate at the AGM in May 2015 for the period until the next AGM to make decisions about new share issues . Through decisions supported by this authorisation , the share capital may increase by a maximum of SEK 36 m through the issuance of a maximum of 3,000,000 shares upon full subscription . Up until the date of publication of this annual report , 338,739 new Class B shares were issued with the support of this authorisation .
BOARD OF DIRECTORS The Board of Directors has overarching responsibility for Addnode Group ’ s organisation and administration .
Composition of the Board According to the Articles of Association , Addnode Group AB ’ s board of directors shall consist of three to eight members elected by the AGM for a term through the end of the next AGM . The Articles of Association allow the election of deputy board members ; however , there are currently no deputy members elected by the AGM . The Articles of Association contain no general stipulations about the appointment or dismissal of board members . The Board of Directors consists of six members . For further information about the board members , see page 80 .
Directors ’ independence The Board ’ s assessment of the directors ’ independence in relation to the company and the shareholders , which is shared by the Nomination Committee , is shown in the table “ Board composition and attendance 2015 ” on page 77 . As shown in the table , Addnode Group fulfils the requirements of the listing agreement and the Swedish Corporate Governance Code that a majority of the AGM-elected board members are to be independent in relation to the company and company management , and that at least two of the independent members are also to be independent in relation to major shareholders of the company .
The Board ’ s duties The Board of Directors ’ main task is to administrate the Group ’ s operations on behalf of the owners in a way that safeguards the owners ’ interests in obtaining a favourable long-term return on capital . The Board ’ s work is regulated by – among other things – the Swedish Companies Act , other laws and ordinances , applicable rules for listed companies , including the Swedish Corporate Governance Code , the Articles of Association , and the Board ’ s and its committees ’ internal rules of procedure . The Board handles and decides on Group-wide matters , including : > Short- and long-term targets > Strategic direction > Significant matters such as funding , investments , acquisitions and divestments
> Follow-up and control of information and organisational matters , including evaluation of the Group ’ s organisation and operational management
> Appointment and , where necessary , dismissal of the company ’ s president
> Overarching responsibility for establishment of effective systems for internal control and risk management > Important policies .
The Board ’ s rules of procedure and board meetings Each year the Board adopts written rules of procedure that lay out the Board ’ s responsibilities and regulate the Board ’ s and its committees ’ internal delegation of duties , including the Chairman ’ s role , the Board ’ s decision-making processes , summonses to board meetings , agendas and minutes , and the Board ’ s work with accounting and audit issues and the financial reporting . Decisions on changes to the instructions may be made at board meetings during the course of the financial year if the Board deems it necessary . According to the rules of procedure , that Chairman shall : > Consult with the President on strategic issues and , through regular and frequent contacts with the President , closely monitor Addnode Group ’ s performance
> Lead the Board ’ s work and ensure that board members continuously receive the information required to monitor the business performance > Consult with the President regarding the agenda for board meetings > Ensure that matters are dealt with in a manner that is not in conflict with the Companies Act , other laws and ordinances or the Articles of Association > Serve as chair of the Remuneration Committee The rules of procedure also include detailed instructions for the President and other company functions concerning issues that require the Board ’ s approval . The instructions stipulate the maximum amount that the various decision-making bodies in the Group are authorised to approve in terms of agreements , credits , investments and other expenditures . According to the rules of procedure , a statutory board meeting is to be held immediately after the AGM . At this meeting , decisions are made about who is authorised to sign for Addnode Group and which board members are to serve on the remuneration and audit committees . According to the rules of procedure , the Board shall meet at least four times per year and when necessary .
The Board ’ s work in 2015 During the year , the Board held 12 meetings , including two by circulation . All board meetings during the year followed an approved agenda , which together with documentation for each item on the agenda , was provided to the board members prior to the respective meetings . Meetings normally take half a day , while the Board ’ s annual strategic meeting is held over a full day to allow time for longer discussions . The President participates at board meetings in a reporting role . The CFO serves as company secretary . Other Group employees attend board meetings to present reports on specific issues when the Board deems it necessary .
At regular board meetings , the President gives an account of the Group ’ s earnings and financial position , as well as an outlook for the coming quarter . In addition , risks in ongoing projects , investments , employee development , establishment of new operations , and acquisitions and divestments are also addressed . The business area presidents are invited to board meetings on a regular basis to make presentations on their respective operations .
Ensuring the quality of financial reporting The rules of procedure adopted each year by the Board include detailed instructions about which financial reports and financial information are to be provided to the Board . In addition to the year-end report , interim reports and the annual report , the Board reviews and evaluates extensive financial information pertaining to the Group as a whole and the various units included in the Group . The Board also addresses information about risk assessments , disputes and any improprieties that
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