Corporate governance

Sectra is a public Swedish limited-liability company, listed on the Nasdaq Stockholm exchange since 1999. The company’s highest decision-making body is the General Meeting, which is normally held once a year in the form of an Annual General Meeting.

Governance Code

Sectra applies the Swedish Corporate Governance Code (“the Code”). Sectra’s Corporate Governance Reports are prepared in accordance with the rules and application instructions stipulated in Swedish legislation, mainly Chapter 6, Section 6 of the Annual Accounts Act, and the Code.

Governance structure at Sectra

Governance structure

Sectra’s corporate governance structure is defined by external legislation, self-regulating standards and internal regulations. Management and control are divided between the shareholders, the Board of Directors and the President.

The company’s highest decision-making body is the General Meeting. It appoints Sectra’s Board of Directors, which is the company’s highest administrative body and is responsible for managing the company’s affairs, safeguarding and promoting a healthy corporate culture and identifying how sustainability topics impact the company’s risks and business opportunities.

The Board appoints the President, who is responsible for ongoing administration and for coordinating the operations according to prevailing law, the Articles of Association, the Board’s formal work plan, the directive for the President and instructions for financial reporting as well as other guidelines and instructions provided by the Board.

General Meeting

Shareholders exercise their influence in the company through the General Meeting. The General Meeting appoints Board members and auditors, and make decisions regarding appropriation of the company’s earnings, amendments to the Articles of Association. They appoint Sectra’s Board of Directors, and the external Auditor. The AGM also makes decisions concerning Board and auditor fees as well as guidelines for remuneration of senior executives.

The company prepares the agenda for the AGM, but the shareholders have the right to influence it and propose matters to be addressed. The agenda is reviewed and approved by the Board of Directors, and consists of items that are required by law as well as other matters.

The notice of the Meeting is published in a press release, on the company’s website and in an advertisement in the Swedish Official Gazette (Post och Inrikes Tidningar). Publication of the notice is announced in the daily newspaper Svenska Dagbladet. Agendas, notices, minutes and other General Meeting documents are available on Sectra’s website.

Nomination committee

The propositions presented for approval by the AGM regarding election and fee matters are submitted by the company’s Nomination Committee, whose members are appointed in accordance with the decision of the AGM.

The Board of Directors, the Chairman of the Board and Committees

The Chairman of the Board leads the activities of the Board and is responsible for ensuring that the other Board members regularly receive the information necessary to ensure that the quality of the Board’s activities is maintained, and that they are conducted in compliance with the Swedish Companies Act.

Sectra’s Board of Directors has established an Audit Committee and a Remuneration Committee, see the section Board committees.

No Sustainability Committee has been established. Strategies and risks connected to these issues are managed by the Board of Directors in its entirety.

Sustainable and responsible business

The Board of Directors has overall responsibility for ensuring Sectra’s capacity to create long-term value for its customers and employees as well as its shareholders and other stakeholders. The issue of sustainability is addressed every year at Board meetings. Information and knowledge of sustainability issues is communicated by the organization at these meetings. Material sustainability related issues are frequently on the agenda of the Board of Directors. How sustainability issues impact the company’s risks and opportunities is followed up in an annual review of the risks within the Group. The company acts responsibly and ethical guidelines for Sectra’s conduct in society have been established by the Board.

The President and Executive Group Management

The President and Chief Executive Officer upholds the operative control of the Sectra Group. The President provides the Board members monthly with the information needed to monitor the status of the Company and the Group and keeps the Chairman of the Board informed about the operations on an ongoing basis. The Executive Group management deals with Group-related issues in addition to operative matters related to the business areas.