CORPORATE GOVERNANCECorporate governance within Novestra AB Novestra’s corporate governance practices are regulated partly by Swedish legislation, above all the Swedish Companies Act, and partly by the Swedish Code of Corporate Governance. Moreover, Novestra shall, in the conduct of its business, follow the rules in the company’s articles of association. In addition to legislation, regulations and recommendations, Novestra’s Articles of Association constitute a central document for the company’s governance. The Articles of Association establish, for example, the company’s name, where the Board is registered, the focus of Novestra’s business activities and information concerning the share capital. The company’s highest decision-making authority is the Annual General Meeting (AGM), where Novestra’s shareholders exercise their influence over the business. The AGM is convened no less than once a year to decide how the Nomination Committee is to be appointed, among other matters. The Nomination Committee proposes, for example, the composition of the Board for resolution by the AGM. On behalf of Novestra’s owners, the Board oversees management of the company’s affairs. Novestra’s Board is headed by Theodor Dalenson, who is Chairman. The Board appoints the Managing Director, who is responsible for day-to-day management of the company in accordance with the directions of the Board. The division of responsibilities between the Board and Managing Director is detailed clearly in instructions and formal work plans approved by the Board. Internal policies and guidelines constitute important control documents in all parts of the company, since they clarify responsibilities and powers within particular areas, such as information security, compliance and risk. External auditors, appointed by the AGM, audit the Board and the Managing Director’s administration of the company, as well as the company’s financial reports. Novestra has no outstanding share-related incentive scheme or any outstanding options. Novestra's Corporate Governance Report from the Annual Report 2009 (PDF) Swedish Code of Corporate Governance Swedish Code of Corporate Governance (“the Code”) is based on the “comply or explain” principle. According to the principle, a company that applies the Code may deviate from individual rules but is required to explain why. The Code states, among other things, that a company shall issue, in connection with the annual report, a special report on corporate governance issues in which the company states if and how the Code has been applied within the most recent fiscal year. Novestra belongs to the category of companies that is to apply the Swedish Code of Corporate Governance from July 1, 2008. In accordance with the Code, Novestra will present its first Corporate Governance Report in connection with the release of the Annual Report for the financial year 2008. The Swedish Corporate Governance Board The Swedish Corporate Governance Board (Kollegiet för Svensk Bolagstyrning) is responsible for the promotion and development of the Swedish Code of Corporate Governance. The Swedish Corporate Governance Board has produced an information brochure, “Special Features of Swedish Corporate Governance”, to facilitate a good understanding among international investors of specific Swedish corporate governance provisions and practices. For further information, visit The Swedish Corporate Governance Board's website www.bolagsstyrningskollegiet.se. |