Corporate Governance

Vitec Sofware Group AB (publ) is a public private corporation, listed on Nasdaq Stockholm the 4th of July 2011. The headquarter is in Umeå, Sweden. The governance of the Vitec Group is regulated by external legal framework, internal steering documents, and policies. Vitec has a decentralized organization with around forty independent business units, a Group Management and shared support functions. The corporate governance defines and distributes responsibilities and roles among shareholders, board of directors, management, and other stakeholders.

More about governance

The Board and the CEO Group Management Corporate governance report General Meeting

Corporate governance reports and auditor´s report

Vitec Software Group AB (publ) is a Swedish public private corporation, seated in Umeå. Vitec’s B-stock is listed on Nasdaq Stockholm. Vitec follows the Swedish code for corporate governance.

Corporate governance basically concerns how Vitec is to be governed and run from the shareholders’ point of view. Corporate governance is fundamentally about how Vitec is to be managed and run from a shareholder perspective. Through high quality in management and control we can enable good development of our business. This benefits customers, suppliers, partners, shareholders and employees.

Corporate governance reports

Good to know

The election committee’s primary task is to suggest candidates for the board of directors and Chairman of the Board to the Annual General Meeting, and also, in consultation with the Audit Committee, suggest candidates for the election of auditors.

The election committee’s work is to be characterized by openness and discussions to create a well-balanced board of directors. The election committee has taken part of the board evaluation that has been performed. The election committee also has the task to develop suggestions for the position of chairman of the Annual General Meeting, suggestion for remuneration of the board and any remuneration of committees as well as remuneration of the auditors.

The election committee has applied rule 4.1 of the Swedish Corporate Governance Code as diversity policy in its suggestion for board, aiming to create a good board composition regarding diversity and breadth, concerning areas such as gender, nationality, age, and industry experience.

The Annual General Meeting 2022 decided that the election committee will consist of the Chairman of the Board and two or three more board members. It was also decided that the three by votes largest shareholders will get to choose a member of the board each to the election committee.

The Annual General Meeting (AGM) is the company’s highest decision-making body. All shareholders have an opportunity at the AGM to influence the company by exercising their voting rights. Each Class A share represents ten votes and each Class b share represents one vote.

Mandatory tasks at the AGM include adopting the balance sheet and income statement, as well as handling the results for the year. The AGM also decides on remuneration principles for senior executives and on discharge from liability for the board members and the CEO. Following proposals from the Nomination Committee, the AGM elects board members up until the end of the next AGM. The Articles of Association may be amended by a resolution at the AGM in accordance with the rules set out in the Swedish Companies Act.

Vitec will publish at the latest in conjunction with the interim report for the third quarter, when and where the AGM will be held. Notice of AGM shall be done not earlier than six weeks and no later than four weeks before the meeting. Notice of AGM shall be made by advertising in the Swedish Post- och Inrikes Tidningar and in Dagens Industri or another nationwide newspaper.

To participate in the AGM, shareholders must register to Vitec no later than the date stated in the notice. Every shareholder is entitled to request that a matter be addressed by the AGM. A shareholder who wishes to do so must submit a written request to the Board no later than seven weeks before the AGM. In connection with the notice, information about the forms and time for notification to the AGM is provided.

The annual general meeting annually elects one or two auditors, or one or two registered audit firms, with a maximum of two deputies. The auditors review the company's annual report, the accounts and the administration of the board and CEO.

At the last Annual General Meeting, PricewaterhouseCoopers AB (Reg no. 556067-4276), with Aleksander Lyckow was selected as auditor for the period until the next AGM.

The Board will annually submit a proposal for guidelines for remuneration to senior executives each year which shall be determined by the Annual General Meeting in accordance with the Companies Act and the Swedish Corporate Governance Code. The Companies Act also sets out what the principles guidelines should contain and what evaluations to be made.

The Annual General Meeting has decided that the remuneration and other terms of employment for senior executives shall be based on market terms. The total remuneration may consist of fixed base salary, pension and certain other benefits. The total remuneration consists of a gross remuneration. In addition, the general meeting may – regardless of these guidelines – resolve on share-related or share price-related remuneration. The Board may deviate from the guidelines in individual cases if there are special reasons.

Our work with internal control

At Vitec, we have a decentralized governance model where most decisions are made locally at the business units, close to customers and employees. This type of organization requires a common framework of governing documents.

Working with internal control is an ongoing process that never ends. In part, new companies are added to the Group that need to be integrated and learn about our requirements, and in part we strive to improve internal control in existing units by informing about procedures and working with a more structured approach in common systems

Sara Nilsson, CFO
+46 70 966 00 71
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