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Board of Directors
The tasks of the board of directors
The board of directors is to manage the company's affairs in the interests of the company and all shareholders.
1. The principle tasks of the board of directors include:
- establishing the overall operational goals and strategy of the company,
- appointing, evaluating and, if necessary, dismissing the chief executive officer,
- defining appropriate guidelines to govern the company's conduct in society, with the aim of ensuring its long‐term value creation capability,
- ensuring that there is an appropriate system for follow‐ up and control of the company's operations and the risks to the company that are associated with its operations,
- ensuring that there is a satisfactory process for monitoring the company's compliance with laws and other regulations relevant to the company's operations, as well as the application of internal guidelines, and
- ensuring that the company's external communications are characterized by openness, and that they are accurate, reliable and relevant.
2. The board is to approve any significant assignments the chief executive officer has outside the company.
The size and composition of the board
The board is to have a size and composition that enables it to manage the company's affairs efficiently and with integrity.
1. The board is to have a composition appropriate to the company's operations, phase of development and other relevant circumstances. The board members elected by the shareholders' meeting are collectively to exhibit diversity and breadth of qualifications, experience and background. The company is to strive for gender balance on the board.
2. Deputies for directors elected by the shareholders' meeting are not to be appointed.
3. No more than one elected member of the board may be a member of the executive management of the company or a subsidiary.
4. The majority of the directors elected by the shareholders' meeting are to be independent of the company and its executive management. A director's independence is to be determined by a general assessment of all factors that may give cause to question the individual's independence and integrity with regard to the company or its executive management. Factors that should be considered include:
- whether the individual is the chief executive officer or has been the chief executive officer of the company or a closely related company within the last five years,
- whether the individual is employed or has been employed by the company or a closely related company within the last three years,
- whether the individual receives a not insignificant remuneration for advice or other services beyond the remit of the board position from the company, a closely related company or a person in the executive management of the company,
- whether the individual has or has within the last year had a significant business relationship or other significant financial dealings with the company or a closely related company as a client, supplier or partner, either individually or as a member of the executive management, a member of the board or a major shareholder in a company with such a business relationship with the company.
- whether the individual is or has within the last three years been a partner at, or has as an employee participated in an audit of the company conducted by, the company's or a closely related company's current or then auditor,
- whether the individual is a member of the executive management of another company if a member of the board of that company is a member of the executive management of the company, or
- whether the individual has a close family relationship with a person in the executive management or with another person named in the points above if that person's direct or indirect business with the company is of such magnitude or significance as to justify the opinion that the board member is not to be regarded as independent.
A closely related company is defined in this context as another company in which the company holds, directly or indirectly, at least ten per cent of the shares, ownership interest or votes, or a financial share that confers an entitlement of at least ten per cent of the yield. If the company owns more than 50 per cent of the shares, ownership interest or votes in another company, it is to be regarded as indirectly holding the latter company's ownership in other companies.
5. At least two of the members of the board who are independent of the company and its executive management are also to be independent in relation to the company's major shareholders.
In order to determine a board member's independence and integrity, the extent of the member's direct and indirect relationships with major shareholders is to be taken into consideration.7 A member of the board who is employed by or is a board member of a company which is a major shareholder is not to be regarded as independent.
In this context, a major shareholder is defined as controlling, directly or indirectly, at least ten per cent of the shares or votes in the company. If a company owns more than 50 per cent of the shares, ownership interest or votes in another company, the former is regarded as having indirect control of the latter company's ownership in other companies.
6. Nominees to positions on the board are to provide the nomination committee with sufficient information to enable an assessment of the candidate's independence as defined in paragraph 4 and 5.
7. Members of the board are to be appointed for a period extending no longer than to the end of the next annual general meeting.
The task of directors
Directors are to devote the necessary time and care, and to ensure they have the competence required, to effectively safeguard and promote the interests of the company and its owners. Each director is to act independently and with integrity in the interests of the company and all of its shareholders.
1. Each director is to form an independent opinion on each matter considered by the board and to request whatever information he or she believes necessary for the board to make well‐ founded decisions.
2. Each director is to continuously acquire the knowledge of the company's operations, organisation, markets etc. that is necessary to carry out the assignment.
The chair of the board
1. The chair of the board is to be elected by the shareholders' meeting. If the chair relinquishes the position during the mandate period, the board is to elect a chair from among its members to serve until a new chair has been elected by the shareholders' meeting.
2. If the chair of the board is an employee of the company or has duties assigned by the company in addition to his or her responsibilities as chair, the division of work and responsibilities between the chair and the chief executive officer is to be clearly stated in the board's statutory Rules of Procedure and its Instruction to the Chief Executive Officer.
3. The chair is to ensure that the work of the board is conducted efficiently and that the board fulfils its obligations. In particular, the chair is to
- organise and lead the work of the board to create the best possible conditions for the board's activities
- ensure that new board members receive the necessary introductory training, as well as any other training that the chair and member agree is appropriate
- ensure that the board regularly updates and develops its knowledge of the company
- be responsible for contacts with the shareholders regarding ownership issues and communicate shareholders' views to the board
- ensure that the board receives sufficient information and documentation to enable it to conduct its work, in consultation with the chief executive officer
- draw up proposed agendas for the board's meetings
- verify that the board's decisions are implemented, and • ensure that the work of the board is evaluated annually
Board of Directors procedures
1. The board is to review the relevance and appropriateness of its statutory Rules of Procedure, Instruction to the Chief Executive Officer and Reporting Instruction at least once a year.
2. If the board establishes special committees to prepare its decisions on specific issues, its Rules of Procedure are to specify the duties and decision‐making powers that the board has delegated to these committees and how the committees are to report to the board. Committees are to keep minutes of their meetings and the minutes are to be made available to the board.
An audit committee is to comprise no fewer than three board members. The majority of the members of the committee are to be independent of the company and its executive management. At least one of the committee members who are independent of the company and its executive management is also to be independent of the company's major shareholders.
3. The board is responsible for ensuring that the company has good internal controls.
The board is to ensure that the company has formalised routines to ensure that approved principles for financial reporting and internal controls are applied, and that the company's financial reports are produced in accordance with legislation, applicable accounting standards and other requirements for listed companies.
For companies that do not have a separate internal audit function, the board of directors is to evaluate the need for such a function annually and to explain its decision in its report on internal controls in the company's corporate governance report.
4. The description of the company's internal controls included in the corporate governance report is also to include the board’s measures for monitoring that the internal controls related to financial reports and reporting to the board function adequately.
5. At least once a year, the board is to meet the company's statutory auditor without the chief executive officer or any other member of the executive management present.
6. The board of directors is to ensure that the company's six‐ or nine‐month report is reviewed by the statutory auditor.
Evaluation of the board of directors and the chief executive officer
Regular and systematic evaluation forms the basis for assessment of the performance of the board and the chief executive officer and for the continuous development of their work.
1. The board of directors is to evaluate its work annually, using a systematic and structured process, with the aim of developing the board's working methods and efficiency. The results of this evaluation are to be reported to the nomination committee.
The corporate governance report is to state how the board evaluation was conducted and reported.
2. The board is to continuously evaluate the work of the chief executive officer. The board is to examine this issue formally at least once a year, and no member of the executive management is to be present during this formal evaluation process.
Remuneration of the board and executive management
The company is to have formal and openly stated processes for deciding on remuneration of members of the board and the executive management.
Remuneration and other terms of employment of members of the board and the executive management are to be designed with the aim of ensuring that the company has access to the competence required at a cost appropriate to the company, and that they have the intended effects for the company's operations.
1. The board is to establish a remuneration committee, whose main tasks are to:
- prepare the board's decisions on issues concerning principles for remuneration, remunerations and other terms of employment for the executive management,
- monitor and evaluate programmes for variable remuneration, both ongoing and those that have ended during the year, for the executive management, and
- monitor and evaluate the application of the guidelines for remuneration of the board and executive management that the annual general meeting is legally obliged to establish13, as well as the current remuneration structures and levels in the company.
2. The chair of the board may chair the remuneration committee. The other shareholders' meeting‐elected members of the committee are to be independent of the company and its executive management.
If the board considers it is more appropriate, the entire board may perform the remuneration committee's tasks, on condition that no board member who is also a member of the executive management participates in this work.
3. If the remuneration committee or the board uses the services of an external consultant, it is to ensure that there is no conflict of interest regarding other assignments this consultant may have for the company or its executive management.
4. Variable remuneration is to be linked to predetermined and measurable performance criteria aimed at promoting the company's long term value creation.
5. Variable remuneration paid in cash is to be subject to predetermined limits regarding the total outcome.
6. The shareholders' meeting is to decide on all share and share‐ price related incentive schemes for the executive management. The decision of the shareholders' meeting is to include all the principle conditions of the scheme.
7. Share‐ and share‐price related incentive programmes are to be designed with the aim of achieving increased alignment between the interests of the participating individual and the company's shareholders. The vesting period or the period from the commencement of an agreement to the date for acquisition of shares is to be no less than three years.
Programmes that involve acquisition of shares are to be designed so that a personal holding of shares in the company is promoted.
Programmes designed for board members are to be devised by the company's owners and to promote long‐term ownership of shares.
8. Fixed salary during a period of notice and severance pay are together not to exceed an amount equivalent to the individual's fixed salary for two years.
Information on corporate governance
The board of directors is to inform shareholders and the capital market annually regarding corporate governance functions in the company and how the company applies the Swedish Corporate Governance Code. This information is to be published in a corporate governance report20 and on the company's website. The corporate governance report should focus on company‐specific conditions and need not duplicate the content of existing legislation or other regulation.
1. In its corporate governance report, the company is to state clearly
- which Code rules it has not complied with,
- explain the reasons for each case of non‐compliance
- describe the solution it has adopted instead.
2. As well as the items stipulated by legislation, the following information is to be included in the corporate governance report if it is not presented in the annual report:
- the composition of the company's nomination committee. If any member of the committee has been appointed by a particular owner, the name of this owner is also to be stated,
- the information on each member of the board that is required by the third paragraph of Code rule 2.6,
- the division of work among members of the board and how the work of the board was conducted during the most recent financial year, including the number of board meetings held and each member's attendance at board meetings,
- the composition, tasks and decision‐making authority of any board committees, and each member's attendance at the respective committee’s meetings,
- how board evaluation is conducted and reported,
- a description of internal controls in accordance with paragraph 3 of rule 7.3 and with rule 7.4, • for the chief executive officer:
- year of birth, principal education and work experience,
- significant professional commitments outside the company, and
- holdings of shares and other financial instruments in the company or similar holdings by related natural or legal persons, as well as significant shareholdings and partnerships in enterprises with which the company has important business relations, and
- any infringement of the stock exchange rules applicable to the company, or any breach of good practice on the securities market reported by the relevant exchange's disciplinary committee or the Swedish Securities Council during the most recent financial year.
10.3 The company is to have a section of its website devoted to corporate governance matters, where the company's three most recent corporate governance reports are to be posted, together with that part of the audit report which deals with the corporate governance report or the auditor's written statement on the corporate governance report.
The corporate governance section of the website is to include the company's current articles of association, along with any other information required by the Code.24 It is also to include up to date information regarding:
- members of the board, the chief executive officer and the statutory auditor, and
- a description of the company's system of variable remuneration to the board and executive management, and of each outstanding share‐ and share‐price‐related incentive scheme.
The board is also to publish the results of the evaluation required by points two and three of Code rule 9.1 in the corporate governance section of the company's website no later than three weeks before the annual general meeting.
The New Nordic Healthbrands AB (publ) Articles of Association determines that the Board of Directors shall consist of a minimum of three and a maximum of five members with a maximum of five deputies. At 31 December 2019, the Board of Directors comprises 4 members.
Steering, management and control is divided in accordance with the Swedish Companies Act and the Articles of Association among the shareholders at the General Meeting of shareholders, the Board of Directors and the Chief Executive Officer.
The Board of Directors is to review the relevance and appropriateness of its statutory Rules of Procedure, Instruction to the Chief Executive Officer and Reporting Instruction at least once a year.
MARINUS BLÅBJERG SØRENSEN BORN 1951
Chairman since 2006 and CEO of the New Nordic Manufacturing ApS. Marinus Blåbjerg Sørensen is a founder and principal owner of the New Nordic. Before that Marinus Blåbjerg Sørensen was CEO of Danish Natural Foods A / S. Prior to that Mr. Sørensen was Area Manager at Farma Foods A/S, Marinus Blåbjerg Sorensen is also Chairman and owner of Fjord Capital A/S and Blåbjerg-Have ApS.
JESSICA TYREMAN BORN 1969
Director of the board since 2006. Jessica Tyreman’s principal activities in addition to the appointment as a director of the New Nordic is the executive chairman of LEARN in Värmdö AB. Jessica Tyreman is also Chairman of RW Bostad AB. Jessica has over the past five years completed assignments as a director of New Teq AB.
KARL KRISTIAN BERGMAN JENSEN BORN 1962
Board member since 2006 and CEO of New Nordic Healthbrands AB. Karl Kristian Bergman Jensen is a founder and a principal owner of the New Nordic since 1990. Prior to that Karl Kristian Bergman Jensen was International Marketing Manager and Director of Chartex International PLC in England, now known as The Female Health Company, USA. Before that Mr. Jensen was International Marketing Manager at Farma Food A / S. Mr. Jensen is also Chairman of Vaccinium Holdings ApS, Denmark and Ripamonti Finanz AG, Switzerland. Additionally he is the initiator and fund manager of the global quity investment fund Verbier Fund® Health & Beauty Brands SICAV PLC, Malta.
LENNART SJÖLUND BORN 1949
Board member since 2012. Besides his appointment as a director of the board of New Nordic, Mr. Sjölund is a bubsi- ness entrepreneur in the medical technology industry as well as a director of Lagercrantz Group AB, Östanbäck Timmerhus AB, Zarismo AB, QuickCool Erysave AB, EL Invest AB, Kinna EL och Tele AB, Fässbergs EL AB and Parkallen Invest. Lennart Sjölund has previously been CEO of Jolife and Jostra AB and Vice President of Åkerlund & Rausing.
Directors and management team’s business address is New Nordic, Södra Förstadsgatan 3, 211 43 Malmö