NYAB AB (org. no. 559488-0667) is a Swedish public limited liability company, whose shares are traded on Nasdaq First North Premier Growth Market Sweden. External framework for NYAB’s Corporate Governance is set by, among others, Swedish Companies Act, Securities Markets Act, EU Market Abuse Regulation (MAR), Swedish Corporate Governance Code, and Nasdaq First North Growth Market Rulebook. NYAB’s internal framework for Corporate Governance is set by, among others, Articles of Association, Charters of the Board of Directors and its committees, as well as a structure of governing documents adopted by NYAB’s Board of Directors.
General Meeting
NYAB AB’s General Meeting is the highest decision-making body of the Company, at which shareholders exercise their voting rights. The Annual General Meeting (“AGM”) is held within six months of the end of the previous financial year. At the AGM the shareholders vote on, among other things, the adoption of the income statement and balance sheet for the parent company and the Group, the distribution of profits, the matter of discharge from liability of the members of the Board of Directors and CEO, as well as the election and remuneration of the members of the Board of Directors and auditors. Extraordinary General Meetings are held when the Board of Directors considers it necessary or when either auditors or shareholders representing at least 10 percent of all issued shares request such a meeting in writing for specific reasons. Notices, minutes, and other materials relating to NYAB’s General Meetings are available at https://nyabgroup.com/en/administration/general-meeting/.
Nomination Committee
NYAB has a Nomination Committee that consists of representatives of the three largest shareholders in the Company. The Nomination Committee shall prepare proposals to NYAB’s General Meeting regarding election of Chair of the General Meeting, election of members of the Board of Directors and the Chairman of the Board, remuneration of the Board of Directors, as well as election and remuneration of auditors. The composition of the Nomination Committee shall be published on the Company’s website no later than six months before the Annual General Meeting. More information on the Nomination Committee is available on the Instructions Regarding the Nomination Committee that were adopted by NYAB’s Extraordinary General Meeting on 29 April 2024.
Board of Directors
NYAB’s Board of Directors has an overall responsibility for the administration of NYAB and the proper organization of its operations. The Board of Directors is responsible for, among other things, establishing strategy and objectives, continuously monitoring financial performance and position, deciding on main governance systems and guidelines, monitoring risk assessment and risk management related to strategy and operations, and evaluating the management of the Company. According to NYAB’s Articles of Association, the Board of Directors consists of a minimum of three and a maximum of nine members.
Board Committees
NYAB’s Board of Directors has established an Audit Committee and a Remuneration Committee. The Committees do not have independent decision-making authorities, but they assist the Board in preparing specific matters that the Board makes decisions on. Primary duties of the Audit Committee are to assist the Board in fulfilling its responsibilities regarding internal controls, risk management, accounting, financial reporting, and compliance, and evaluate the need for an internal audit function. Furthermore, the Audit Committee ensures a qualified, efficient, and independent external audit of the Company and that the communication between the Board of Directors and the auditor is satisfactory. Primary duties of the Remuneration Committee are to assist the Board by reviewing and preparing matters related to the remuneration principles of the Company, the performance and remuneration of the Executive Management Team and personnel, as well as executive management appointments and reviewing appropriate succession planning procedures.
CEO and Executive Management Team
NYAB’s CEO is responsible for managing day-to-day operations of the Group and coordinating the business operations in accordance with the instructions and other directives by the Board. CEO reports to the Board and shall ensure that the members of the Board are continuously informed in such a manner as necessary for the Board to take well-informed decisions and be able to follow the situation and development of the Company and the Group. CEO has appointed an Executive Management Team to support his work.
Auditors
NYAB’s auditors are elected annually on the Annual General Meeting. The auditor’s task is to audit NYAB’s accounting, financial statements and administration. The auditor verifies that the Company’s operations comply with the law, and that the financial statements provide shareholders and other parties with correct and adequate information on the performance and financial position of the NYAB companies. NYAB’s current auditor is Ernst & Young AB, where Fredrik Lundgren, Authorized Public Accountant, is acting as the auditor in charge.
