Corporate governance
Paynova is a Swedish public limited company that is listed on the NGM Equity stock exchange. Corporate governance is exercised through the general meeting of shareholders, the Board of Directors, the CEO and the executive management in accordance with Swedish law, primarily the Swedish Companies Act, the Articles of Association, the rules of the stock market and internal rules and regulations. Since 1 July 2008, a revised version of the Swedish Code of Corporate Governance (“the Code”) is applied to all companies whose shares are quoted on NASDAQ OMX Nordic Exchange Stockholm and NGM Equity. Paynova has complied with the Code since the 2009 Annual General Meeting.
Board of Directors and CEO
| Björn Wahlgren | Board Chariman |
| Jan Lundblad | Board member |
| Meg Tivéus | Board member |
| Yngve Andersson | Board member |
| Simon Thaning | Chief Executive Officer |
For further information about the Board of Directors and executive management, see Management.
Auditors
The company’s independent auditor is appointed by the Annual General Meeting. The 2009 Annual General Meeting elected PricewaterhouseCoopers as the company’s auditor to serve for the period until the 2013 Annual General Meeting, with Helena Ehrenborg as Auditor in Charge.Procedural plan and committees
The Board of Directors has adopted a procedural plan that regulates the principles for the work of the Board, the division of responsibilities between the Board of Directors and CEO and financial reporting. The Board of Directors performs the duties that are the responsibility of a special audit committee and remuneration committee in accordance with the CodeNominating Committee
To appoint the members of the Nominating Committee, the Board Chairman shall contact the five largest shareholders in the company in terms of voting power, based on shareholder statistics from Euroclear Sweden AB at 31 August, each of which then has the right to appoint one member to the Nominating Committee. If any of these shareholders waives its right to appoint a member to the Nominating Committee, the next shareholder in order of voting power shall be given the opportunity to appoint a member to the Nominating Committee. The Nominating Committee shall appoint a chairman from among its own members. The mandate period of the Nominating Committee shall extend until the next Annual General Meeting has been held, or, in certain cases, until a new Nominating Committee has been appointed. Information about the composition of the Nominating Committee shall be made public on the company’s website as soon as it has been appointed, but no later than six months before the Annual General Meeting.If a shareholder that has appointed a member to the Nominating Committee is no longer one of the major shareholders that is entitled to appoint a member to the Nominating Committee, the member in question shall vacate its seat on the Committee and the shareholder next in order of voting power shall be given the opportunity to appoint a member to the Nominating Committee. If a member leaves the Nominating Committee before its work is completed, a replacement shall be appointed by the shareholder that has appointed the outgoing member, or, if this shareholder is no longer among the shareholders that are entitled to appoint a member to the Nominating Committee, by the new shareholder that is entitled to do so. Changes in the composition of the Nominating Committee shall be made public on the company’s website. The tasks of the Nominating Committee, ahead of the Annual General Meeting, are to put forward proposals for appointment of a chairman of the Annual General Meeting, the number of Board members, election of Board members and the Board Chairman, Board fees and their apportionment between the Chairman and other members of the Board, remuneration for work on the Board’s committees, fees for the company’s auditors and proposals for election of auditors when appropriate. At the request of the Nominating Committee, the company shall provide staffing resources such as a secretary of the Nominating Committee in order to facilitate the Committee’s work. When needed, the Nominating Committee shall have the right to receive reasonable compensation from the company for expenses, such as fees for external consultants, that are deemed necessary by the Nominating Committee for the performance of its duties.
The Nominating Committee ahead of the 2011 Annual General Meeting consisted of Kjell-Åke Sundqvist, Stefan Nydahl (appointed by Minster Trade & Investment Ltd), Lars Guldstrand (appointed by Dan Blomberg), Lars Kärkkäinen (appointed by Harald Emgård) and Patrik Waldenstedt (appointed by Romyo Kourie).
Incentive scheme
Under the 2009 incentive scheme that was approved by the Annual General Meeting on 14 May 2009, 1,650,000 subscription warrants were issued to Paynova TOI AB in order to be transferred to the employees in the Group during the period through 28 February 2010. The subscription warrants may be exercised to subscribe for a corresponding number of shares in Paynova AB during the period from 1 May to 31 May 2012 at a fixed price of SEK 1.30 per share (which may be recalculated in accordance with the applicable terms and conditions).Variable remuneration
The 2011 Annual General Meeting approved guidelines for remuneration to the CEO and other senior executives. The total remuneration package consists of fixed basic salary, variable salary, pension and other benefits. The variable salary component is based partly on consolidated profit and partly on individual qualitative parameters. The maximum amount of variable salary corresponds to 33 per cent of basic salary.