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4C Strategies applies the Swedish Corporate Governance Code in addition to Swedish laws and regulations.
4C Group AB is a Swedish public limited company. Corporate Governance in the company is mainly based on Swedish law, primarily the Swedish Companies Act (Sw. Aktiebolagslagen) and 4C’s Articles of Association but also internal policies and instructions. 4C Group applies the Nasdaq Stockholm rulebook for issuers and “the Code” (Sw. Svensk kod för bolagsstyrning).
The Code applies to all Swedish companies whose shares are listed on a regulated market. The Code defines a norm for good corporate governance on a higher level of ambition than the Swedish Companies Act and other regulations’ minimum requirements. The Code is based on the principle “comply and explain”. This means that 4C is not required to apply every rule of the Code at all occasions but may choose alternative solutions deemed to better respond to particular circumstances, provided that 4C openly discloses all such deviations, describes the alternative solution and states the reason for the deviation. 4C Group AB will disclose any deviations from the Code in the Corporate Governance Report.
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According to the Swedish Companies Act, the General Meeting is the company’s highest decision-making body. At the Annual General Meeting, shareholders exercise their voting rights on key issues, such as the adoption of the profit and loss account and balance sheet, the appropriation of the company’s profits, the discharge of the members of the Board of Directors and the CEO, the election of directors and auditors and the remuneration of the Board of Directors and the auditors.
In addition to the Annual General Meeting, 4C may convene an Extraordinary General Meeting. In accordance with the company’s Articles of Association, notices of the Annual General Meeting and Extraordinary General Meeting will be issued and will deal with matters relating to amendments to the articles of association no earlier than six weeks and no later than four weeks before the meeting. Notices of other extraordinary general meetings are issued no earlier than six weeks and no later than two weeks before the meeting. Notice of the general meeting shall be given by advertisement in the Post- och Inrikes Tidningar and by making the notice available on the company’s website. At the same time as the notice is given, 4C shall announce in the national daily newspaper Dagens Industri that the notice has been given.
The Annual General Meeting of 4C Group AB (publ) (the “Company”) will be held on Wednesday, May 15, 2024, at 2.00 p.m. CET at Vattugatan 17, 111 52 Stockholm, Sweden.
Participation
Shareholders who wish to participate in the Annual General Meeting must:
Notification of attendance
Shareholders wishing to attend the Meeting shall notify their and any counsel’s participation (max 2) to the Company by e-mail to AGM@4cstrategies.com, no later than Friday 10 May 2024. Notice of attendance shall include name, personal/ corporate identity number, shareholding, address and telephone number and, when applicable, information about representatives, counsels and assistants. When applicable, complete authorization documents, such as registration certificates and powers of attorney for representatives and assistants, should be appended the notification. A shareholder who wishes to be represented by proxy shall issue a written and dated proxy to the proxy holder. The proxy template is available below (see Documentation). If the proxy is issued by a legal entity, a certified copy of the registration certificate or corresponding document (“Registration Certificate“) shall be enclosed. The proxy must not be more than one year old, however, the proxy may be older if it is stated that it is valid for a longer term, maximum five years. The proxy in original and the Registration Certificate, if any, must be available at the Meeting and shall well before the Meeting be sent to the Company by e-mail to the address stated above.
DOCUMENTATION
Shareholder in 4C Group AB (publ) were invited to the Annual General Meeting on June 1, 2023, at 14.00 CET at Convendum, Klara C-huset, Vasagatan 16, 111 20 Stockholm.
The Board of Directors of the Group is the highest decision-making body after the General Meeting.
In accordance with the Swedish Companies Act, the Board of Directors is responsible for the management and organisation of the Group, which means that the Board of Directors is responsible for, among other things, establishing procedures and strategies, ensuring that established objectives are evaluated, continuously evaluating the Group’s financial position and performance, and evaluating operational management. The Board of Directors is also responsible for ensuring the timely preparation of the annual report, consolidated financial statements and interim reports. In addition, the Board of Directors appoints the CEO.
The Board of Directors follows written rules of procedure which are revised annually and adopted at the inaugural board meeting each year, or otherwise if required. The rules of procedure regulate, inter alia, board practices, functions and the allocation of work between board members and committees, the CEO and established committees. At the inaugural board meeting, the Board also establishes the instructions for the CEO, including instructions for financial reporting.
The Board of Directors meets according to an annual schedule. In addition to these meetings, additional Board meetings may be convened to deal with matters that cannot be referred to a regular Board meeting. In addition to Board meetings, the Chairman of the Board and the CEO have an ongoing dialogue regarding the management of the Group. The Chairman of the Board has specific responsibility for the management of the Board’s work and that the Board’s work is well organised and carried out in an efficient manner.
The members of the Board of Directors are elected each year at the Annual General Meeting for the period until the end of the next Annual General Meeting.
The Board of Directors has established two committees to deal with specific issues that require specialized areas of expertise. This allows the Board to divide their work into manageable sections and tap the specific talents, skills and knowledge of individual board members.
The Swedish Corporate Governance Code (the “Code”) requires 4C to have a Remuneration Committee. The Remuneration Committee is primarily a preparatory body and makes proposals to the board of directors. The Remuneration Committee operates according to specific rules of procedure adopted by the Board of Directors. The main tasks of the Remuneration Committee are to prepare the Board’s decisions on matters relating to remuneration policies, remuneration and other terms of employment of senior management, to monitor and evaluate ongoing variable remuneration programmes for senior management and those decided during the year, and to monitor and evaluate the application of the guidelines for remuneration of senior management decided by the Annual General Meeting and the remuneration structures and levels in force in the company.
Chair of the Remuneration Committee:
David Lidbetter
Board members of the Remuneration Committee:
Lena Ridström
Jörgen Ericsson
The Audit Committee operates under instructions adopted by the Board of Directors, and some of its main tasks include monitoring 4C’s financial reporting, monitoring the effectiveness of the company’s internal control and risk management relating to financial reporting, maintaining a dialogue regarding the company’s accounting policies with the auditors and management, reviewing financial statements at the group level, monitoring and reviewing the company’s internal control over accounting, financial management and the financial situation of the company; review and monitor the impartiality and independence of the auditor, paying particular attention to whether the auditor provides non-audit services to the company and discussing any threats to the auditor’s independence; regularly meet and consult with the auditors; and review the corporate governance report and, where applicable, the sustainability report.
Chair of the Audit Committee:
Christine Rankin
Board members of the Audit Committee:
Louise Bagewitz
Ernst & Young Aktiebolag is 4C’s auditor with Peter Gunnarsson as responsible auditor. Peter Gunnarsson has been the company’s auditor since the Annual General Meeting 2021.
Martin Henriksson of Ernst & Young Aktiebolag was the responsible auditor of the company for the remainder of the period covered by the historical financial information in the Prospectus. Peter Gunnarsson and Martin Henriksson are authorised public accountants and members of FAR (Institute of the Accountancy Profession in Sweden).
Ernst & Young Aktiebolag’s address is Box 7850, 103 99 Stockholm, Sweden.
The Swedish Corporate Governance Code (the “Code”) requires 4C to have a Nomination Committee. According to the current principles for the appointment of the Nomination Committee adopted by the Annual General Meeting on 19 April 2022, the Nomination Committee shall consist of three shareholder representatives represented by the largest shareholders or shareholder groups in the company according to the share register from Euroclear Sweden AB as of 30 September each year. In addition to these three members, the Chairman of the Board may be an adjunct member of the Nomination Committee. In accordance with the Code, a member of the Nomination Committee shall carefully consider whether a conflict of interest or other circumstances exist that make it inappropriate to participate in the Nomination Committee before accepting the assignment. The Nomination Committee shall apply the Code.
The members of the Nomination Committee shall be published on 4C’s website no later than six months before the Annual General Meeting. If any of the three largest shareholders or shareholder groups refrains from appointing a shareholder representative or if a shareholder representative resigns before the mandate has been fulfilled without the shareholder or shareholder group that appointed the Nomination Committee member appointing a new representative, the Chair of the Board shall invite the next largest shareholder or shareholder group (i.e. the fourth largest shareholder or shareholder group) to appoint a shareholder representative within one week. This process will continue until the Nomination Committee is composed of three shareholder representatives. In the event of a change in the ownership of the company affecting the composition of the three largest shareholders or groups of shareholders, the shareholder or group of shareholders that does not have an owner representative on the Nomination Committee may contact the Chair of the Nomination Committee with a request to appoint a member. The Chair of the Nomination Committee shall then inform the other members of the request. If the change of ownership is not insignificant, a member appointed by a shareholder or group of shareholders no longer belonging to the three largest shall make his/her seat available and the new shareholder or group of shareholders shall be allowed to appoint a member.
The majority of the members of the Nomination Committee shall be independent of the company and its management. In addition, at least one of the members of the nomination committee shall be independent of the largest shareholder or group of shareholders in the company with voting rights who cooperate in the management of the company. Members of the Board of Directors may be members of the Nomination Committee, but shall not constitute a majority of the members of the Nomination Committee. If more than one director is on the Nomination Committee, no more than one of them may be dependent in relation to the company’s major shareholders. The Chair of the Board or any other member of the Board of directors shall not be the Chair of the Nomination Committee. The Chief Executive Officer or any other member of senior management shall not be a member of the Nomination Committee.
The Nomination Committee shall propose the chair of the Annual General Meeting, the election of the chair and other members of the board of directors of the company, the remuneration of the board of directors divided between the Chair and the other members and the principles for possible remuneration for committee work, the election and remuneration of the auditor and a decision on the principles for the appointment of a new Nomination Committee. No fees shall be paid to the members of the Nomination Committee. The Nomination Committee shall be entitled to charge the company with costs such as recruitment consultants or other costs necessary for the Nomination Committee to fulfil its mandate.
4C Group AB’s Nomination Committee ahead of the Annual General Meeting 2024 has been appointed in accordance with the current instructions for the Nomination Committee.
The Nomination Committee for the 2024 Annual General Meeting is composed by the following members:
The Nomination Committee represents 4C’s shareholders. It proposes to the Annual General Meeting nominations for Chairman of the Board, members of the Board, auditor and auditor’s fees, Chairman of the Annual General Meeting, fees for Board and committee work as well as a decision on the principles for the appointment of a new Nomination Committee.
Shareholders who have proposals relating to the work of the Nomination Committee should submit these to email address nominationcommittee@4cstrategies.com. To enable the Nomination Committee to examine proposals received with sufficient care, these should be submitted no later than 31 December 2023.
The Annual General Meeting 2024 for 4C Group AB (publ) will be held on Wednesday 15th of May 2024, in Stockholm, at 14.00 CEST.
Svenska 