Sound corporate governance, risk management and internal control are key elements to the
success of a business, and are crucial when it comes to maintaining the trust of the Company’s
stakeholders. The purpose of corporate governance is to ensure that the Company is managed
in a way that is as efficient as possible for its shareholders.
PowerCell’s corporate body is the Annual General Meeting, the Board of Directors, the CEO and the auditor. The Annual General Meeting (AGM) is to be held no later than six months after the conclusion of the financial year. The shareholders appoint the Board of Directors along with an auditor at
the AGM. The Board of Directors appoints the CEO. The auditor reviews the annual report as well as the administration by the Board of Directors and the CEO. The duties of the Nomination Committee are determined at the AGM, and consist primarily of proposing Board Members, the Chairman of the Board and the auditor for election at the AGM. PowerCell is listed on First North Growth Market at NASDAQ Stockholm, which does not constitute a regulated market. The Company is not therefore compelled to comply with the Code. However, the Company’s management is familiar with the provisions of the Code and PowerCell has opted to observe selected sections of the Code which are deemed relevant given the Company’s situation.
Annual General Meeting
The AGM is PowerCell’s highest decision-making body and the forum where the rights of shareholders are exercised. Resolutions are passed at the AGM concerning proposals from the Nomination Committee, the Board of Directors and the shareholders, as well as any other resolutions pertaining to the relevant articles of association or law. These include resolutions on (i) the adoption of the income statement and balance sheets, (ii) the allocation of the Company’s profit or loss and (iii) the election of the Board of Directors and the auditor and their fees. The Company’s articles of association state that the Board of Directors at the Company must have a minimum of five and a maximum of seven members without deputies.
The AGM annually sets the principles for determining how the Nomination Committee is appointed. The latest resolution of the AGM states that the current Nomination Committee has been appointed based on the following principles: As of 31 July 2020, the three largest shareholders in the Company in terms of voting rights were each entitled to appoint a member of the Nomination Committee. None of these three people may be a member of the Company’s Board of Directors. In addition, the Chairman of the Board has been convener and member of the Nomination Committee. Fees are not paid to members of the Nomination Committee. However, the Nomination Committee may charge the Company any reasonable costs for travel and investigations in connection with work carried out on behalf of the Nomination Committee. At the AGM, the Nomination Committee shall submit proposals for: a) election of Chairman of the meeting, b) resolution on the number of Board Members, c) resolution on the fees for the Board of Directors for the Chairman of the Board and any other Board
Members (including work on the Board of Directors’ committee), d) election of Board Members, e) election of the Chairman of the Board, f) resolution on fees for the auditor g) election of auditors, h) resolution on the principles for appointment to the Nomination Committee, and i) resolution on
the principles for the Nomination Committee.
Members of the Nomination Committee for the 2021 AGM included:
- Achim Moritz, Bosch, representing Robert Bosch GmbH;
- Christer Jönsson, Saminvest, representing Fouriertransform;
- Oskar Börjesson, Livförsäkringsbolaget Skandia, representing Livförsäkringsbolaget Skandia;
- Magnus Jonsson, convener member of the nomination committee, representing the board of PowerCell Sweden AB.
The composition of the Nomination Committee for the 2021 AGM is the same as that communicated through a press release and on the Company’s website on 21 October 2020.
Board of Directors
The Board of Directors assumes ultimate responsibility for PowerCell’s organisation and administration. The members of the Board of Directors, as well as information on dependencies and a presentation of the members of the Board of Directors can be found on homepage. The Board of Directors currently has seven members, including two women and five men. The Board of Directors has no deputies. The work of the Board of Directors is governed by the Companies Act, the Articles of Association and the rules of procedure adopted by PowerCell’s Board of Directors. The Company’s rules of procedure specify, among other things, the allocation of responsibilities between the Board of Directors and the CEO. At the meetings of the Board of directors, the Board discusses the Company’s future development, quarterly reports, budget, financing and conducts the customary follow-up procedures of the strategic and operational activities of the Company. The Board of Directors also evaluates PowerCell’s financial reporting each year and sets requirements on its content and layout to safeguard a high level of quality. The Company’s auditor attends the meeting each year where the annual financial statements are approved. The Company’s CEO Richard Berkling is an adjunct and regularly attends the Board of Directors’ meetings along with the Company’s CFO Karin Nilsson, who also serves as secretary at the Board of Directors’ meetings. All resolutions voted on by the Board of Directors are based on detailed decision data, and are passed following discussions led by the Chairman of the Board. The work of the Board of Directors is evaluated annually under the direction of the Chairman of the Board. The results of the evaluation are presented to the Board of Directors and then discussed with the aim of optimising the Board of Directors’ work. The work of the Chairman of the Board is evaluated in his absence. The conclusions from the evaluations and discussions are communicated to the Nomination Committee.
The Board of Directors’ committees
The Board of Directors has appointed an Audit Committee and a Remuneration Committee tasked with dealing with audit and remuneration issues prior to any resolutions to be addressed by the Board of Directors.
The Audit Committee assumes a supervisory role with respect to the Company’s risk management, governance and controls in addition to financial reporting. The Committee has three members and held a total of five meetings in 2020. The auditor reports their observations to the Audit Committee
on a regular basis and has attended in all five meetings over the course of the year. The Chairman of the Audit Committee is Helen Fasth Gillstedt, with the other members being Annette Malm Justad and Magnus Jonsson.
The Remuneration Committee deals with issues concerning the principles behind remuneration and other terms of employment for the CEO and company management. The committee evaluates ongoing remuneration schemes for company management and observes and evaluates the application of the guidelines for remuneration resolved on at the AGM. The committee has two members, Magnus Jonsson (Chairman) and Annette Malm Justad, and held a total of three meetings in 2020.
The CEO is responsible for PowerCell’s operational activities complying with the adopted strategy and the instructions of the Board of Directors. The CEO regularly reports to the Board of Directors pertaining to the development of business operations.
The AGM 2020 resolved to appoint the registered accounting firm Öhrlings PricewaterhouseCoopers AB as auditor until end of AGM 2021. It was noted that Öhrlings PricewaterhouseCoopers AB has appointed Fredrik Göransson to continue as principal auditor.
Governance documents and internal control
PowerCell has established control systems in place and operates transparent business operations. Current governing documents are reviewed on an ongoing basis. Furthermore, the Board of Directors regularly evaluates the financial reporting received in conjunction with Board of Directors’ meetings. The Audit Committee has an ongoing dialogue with the Company’s auditor concerning the scope and quality of the financial reporting.