Acando is a Swedish public limited company listed on NASDAQ OMX Nordic, Small Cap. In addition to the applicable laws and regulations, Acando implements the Swedish Code of Corporate Governance. Deviations from the Swedish Code of Corporate Governance are presented in a separate section below.
Annual General Meeting
Shareholders in Acando exercise their influence at the Annual General Meeting (AGM), which is the company’s highest decision-making body. Each Series A share represents ten votes and each Series B share represents one vote at the AGM. Acando’s holding of treasury shares has no voting entitlement. Information and minutes from AGM are available here.
The main task of the Nomination Committee is to prepare the election and remuneration of Board members and auditors for resolution at the AGM. In accordance with a decision at the 2013 AGM, the Nomination Committee comprises the Chairman of the Board plus at least two representatives of the largest shareholders. In September, the Chairman of the Board in consultation with the largest shareholders in the company appoints at least two members of the Nomination Committee. The task of the Nomination Committee prior to the next AGM is to prepare proposals for a Chairman of the AGM, the number of Board members, election of Board members, election of Chairman of the Board, fees to Board members and auditors and, where applicable, proposals for the election of auditors.Information about Acando’s Nomination Committee.
Board of Directors
Areas of responsibility
The Board constitutes the highest decision-making body during the period between general meetings. The Board’s assignments are regulated in the Swedish Companies Act and the Articles of Association. Each year, the Board adopts written rules of procedure for the Board of Directors that govern its work. Furthermore, the Board produces written instructions stating the allocation of work between the Board and the President as well as the other bodies instituted by the Board, such as the Audit Committee and Remuneration Committee.
Members of the Board
According to Acando’s Articles of Association, the Board must comprise a minimum of five and a maximum of eight members. The members are elected by the AGM.
Information about Acando's Board of directors.
Chairman of the Board
The Chairman of the Board ensures that the Board performs its assignment in accordance with the provisions of the Articles of Association, the Companies Act and other regulations and ordinances, as well as the Board’s rules of procedure.
The Board has appointed an Audit Committee in accordance with Chapter 8, Section 49a of the Companies Act. The Audit Committee prepares items for decision by the Board. The Committee works according to an agenda established for the year and is tasked with monitoring the company’s financial reporting and the effectiveness of the company’s internal control and risk management. The Audit Committee keeps itself informed as regards the audit of the annual report and consolidated financial statements. Furthermore, the Committee reviews and monitors the independence and impartiality of the auditor and, in particular, follows up if the auditor supplies services other than audit services. The Committee assists through the provision of proposals in respect of the election of auditors by the general meeting. The Audit Committee comprises Susanne Lithander (Chairman), Anders Skarin and Mats O Paulsson. All members are independent of the company management and the largest shareholders.
The Board has appointed a Remuneration Committee from among its own ranks to prepare items for decision by the Board. However, share-based incentive programs for company management are decided by the company’s general meeting. The task of the Remuneration Committee is to prepare proposals for the remuneration and other terms of employment of the executive management and to monitor and evaluate on an ongoing basis the company’s various programs for variable remuneration. In addition, ongoing evaluation is performed of the company’s guidelines, structures and levels for remuneration in the company. The Remuneration Committee comprises Ulf J Johansson (Chairman) and Birgitta Klasén. Ulf J Johansson is one of the company’s largest shareholders, but is independent of the management. Birgitta Klasén is independent both of the company management and its largest shareholders.
President and Group management
The Board appoints a President to lead and develop day-to-day operations and take responsibility for the company's day-to-day management. The President has appointed a Group management comprising Country managers and Head of Group wide functions.
Information about Acando's group management team.
The AGM 2013 resolved to re-elect the accounting firm PricewaterhouseCoopers as auditors. Magnus Brändström is auditor in charge.
Departures from the Swedish Code of Corporate Governance
The company follows the Swedish Code of Corporate Governance with the following exception:
- The company does not have any dedicated audit function. Each year, the Board assesses the need of an internal audit function and deems the external audit combined with the ongoing internal initiatives with internal control as sufficient as regards an audit function after taking into consideration the company’s operations and size.