Hexatronic Group AB (publ) (“Hexatronic Group”) is a Swedish company with global operations. The Company’s share is listed on the NASDAQ Stockholm exchange. Hexatronic Group applies the Swedish Corporate Governance Code.
Hexatronic Group is governed in accordance with Swedish company law, which means that the Articles of Association constitute a central document. Hexatronic Group’s Articles of Association regulate areas such as the operational focus, the share capital, and how and when the notice to attend the Annual General meeting must be issued. Hexatronic Group also complies with other applicable Swedish and foreign laws and regulations.
Corporate Governance Report
Corporate Governance Structure
The Nomination Committee is the shareholders’ and the AGM’s body for drafting the AGM’s decisions with regard to e.g. appointment issues.
The Annual General Meting
The Annual General Meeting is the Company’s highest decision-making body. The AGM appoints the Company’s Board of Directors and Auditor.
The Auditor is appointed by the AGM on the recommendation of the Nomination Committee.
The Board of Directors
The Board of Directors and its Chairman are appointed by the AGM. The Board is responsible for the Company’s organisation and administration of the Company’s affairs. The Board’s duties are regulated by the Swedish Companies Act, the Articles of Association and the Rules of Procedure as adopted annually by the Board.
The Audit Committee is responsible for drafting the Board’s efforts to quality assure the Company’s financial reporting, internal control and risk management. Moreover, the Audit Committee shall keep itself informed of the audit of the Annual Report and consolidated financial statements, meet the Company’s Auditor on an ongoing basis, scrutinise the Auditor’s impartiality, evaluate the audit assignment, and assist the Nomination Committee in recommending an auditor and his/her remuneration. The Hexatronic Group Audit Committee is comprised of Jaakko Kivinen and Malin Persson.
The Remuneration Committee drafts matters relating to remuneration and other employment conditions for the Company’s President and Senior Executives. It consists of the Board in its entirety. The Remuneration Committee’s tasks mainly comprise drafting matters relating to remuneration principles, remuneration and other employment conditions for the company management ahead of Board decisions, and monitoring and assessing variable remuneration programmes for the company management, whether these programmes are ongoing or have come to an end in the past year. The Committee shall also monitor and evaluate the application of the guidelines for remuneration to Senior Executives on which the AGM, by law, should decide, as well as applicable remuneration structures and remuneration levels in the Company.
CEO and Executive Management
The CEO and other executive managers are responsible for the Group’s ongoing operations.