Acando is a Swedish public limited company listed on Nasdaq Stockholm. In addition to the applicable laws and regulations, Acando implements the Swedish Code of Corporate Governance.
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 AGM 2018 resolved to approve principles for the appointment of members of the Nomination Committee according to the proposal submitted meaning that the Nomination Committee comprises one representative for each of the four largest shareholders or shareholder groups.
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.
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 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.
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.
The AGM 2018 resolved to elect the auditing firm KPMG as auditor, for the period up until the end of next AGM (2019), which has appointed Helena Arvidsson Älgne Principal Auditor.
Departures from the Swedish Corporate Governance Code
The company follows the Swedish Corporate Governance Code with the following exceptions:
The company does not have any dedicated internal audit function. Each year, the Board assesses the need of such a function and deems the ongoing internal work with internal control, principally performed by the Group management, as sufficient as regards an audit function after taking into consideration the company’s operations and size.