CORPORATE GOVERNANCE MODEL
Flexenclosure AB (publ) is a Swedish public limited company.
The shareholders’ meeting is the highest decision-making body and the forum where the shareholders can directly exercise their power. Shareholders meet at least once a year to approve the company’s annual report, discharge the directors and the CEO from liability and decide on the appropriation of profits for the previous financial year. The Annual General Meeting also elects board members and, when required, auditors for the coming term.
The board of directors is appointed by the shareholders’ meeting to manage the company’s affairs on behalf of the shareholders. The board has broad powers to manage the company without the involvement of the shareholders. However, the shareholders always have the right to call an extraordinary general meeting, (EGM), at any time and replace the board members.
The CEO is appointed by the board and is responsible for the day-to-day management of the company according to instructions issued by the board of directors. The division of responsibilities between the board and the managing director is stipulated in a set of written instructions that is approved by the board of directors.
The auditor is appointed by the shareholders at the annual general meeting, (AGM), to audit the company’s annual report and accounts, as well as the running of the company by the board of directors and the managing director. Formally, the auditor’s report to the shareholders, but in practice they also have an important role in supporting the board in its task of overseeing the CEO’s running of the company.
The corporate governance model is defined by legislation, self-regulation and tradition. The main pieces of legislation are the Swedish Companies Act, the Accounting Act and the Annual Accounts Act. In addition to these, there are a number of self-regulating frameworks of rules, such as the Swedish Code of Corporate Governance.
The Swedish system is based on a strict division of power and responsibilities between the shareholders (through the annual general meeting), the board of directors, the executive management and the auditors.