The control of SDS takes place via the Annual General Meeting, the Board of Directors and the President in accordance with the Swedish Companies Act, the Company’s Articles of Association and, as far as possible, the Swedish Code of Corporate Governance. The Company’s auditor, who is appointed by the Annual General Meeting, reviews the Company’s accounts and the Board’s and the CEO’s management of the Company.
The Swedish Code of Corporate Governance does not apply to companies whose shares are listed on the Nasdaq First North Premier Growth Market, but on January 1, 2016, Nasdaq’s recommendation to comply with the Company Code entered into force. The Company therefore intends to apply the Company Code as far as possible if and from the time the SDS shares are listed on the Nasdaq First North Premier Growth Market. The company code allows deviations from this, provided that deviations and selected alternative solutions are described and the reason for the deviation is explained in the company’s corporate governance report (according to the so-called “follow or explain” principle).
According to the Company Code, companies must, among other things, have a nomination committee and a remuneration committee. The Company Code also contains requirements for the composition of each of these committees, as well as requirements for the composition of the Board. The Company Code stipulates that companies must comply with certain requirements for independence with regard to the composition of the Board. These requirements include that
(i) no more than one board member may be a member of the management of the company or a subsidiary,
(ii) the majority of the board members must be independent in relation to the company and the management and
(iii) at least two of these independent board members must also be independent in relation to the major shareholders (ie shareholders who directly or indirectly control ten percent or more of the shares or votes in the company). The company does not meet the Company Code’s requirements regarding the independence of board members, see section “Board of Directors, senior executives and auditor”. The reason for this is that it was considered important for the continuity of the Company to allow people with experience of SDS operations to be part of the SDS board during their transitional period through their involvement in Seamless.