Corporate governance

Legal structure

The ScandBook Group consists of the Parent Company ScandBook Holding AB and the trading subsidiaries ScandBook AB (100%) and ScandBook UAB in Lithuania (99,97%).
The Parent Company has two employees. ScandBook’s governing bodies consist of the General Meeting of Shareholders, the Board of Directors, the CEO and the auditors.
At the Annual General Meeting, the shareholders elect the Board of Directors and auditors. The Board of Directors appoints the President.
The auditors examine the annual report and the administration of the Board of Directors and the CEO. The Nominating Committee submits proposals for Board members and auditor for election at the General Meeting of Shareholders.

General Meeting of Shareholders

The General Meeting of Shareholders is ScandBook’s highest decision-making body.
The General Meeting of Shareholders that is held within six months of the end of the financial year (the Annual General Meeting, AGM) adopts the financial statements, resolves on a dividend, elects the Board of Directors and, where applicable, the auditors and establishes their fees, considers other statutory matters and votes on proposals from the Board of Directors and the shareholders.

Nominating Committee

The Nominating committee submits proposals to the AGM regarding the Chairman and other members of the Board of Directors, board fees and, where applicable, auditors.
The 2016 AGM decided that the Nominating Committee for the 2017 AGM should consist of representatives of the three shareholders with the greatest number of votes (owner-grouped), based on owner information from Euroclear Sweden AB’s register as per 31 August 2016, plus the Chairman of the Board.
The composition of the Nominating Committee should be announced as soon as it is appointed, but not later than six months prior to the 2017 AGM.
ScandBook does not pay any remuneration to the members of the Nominating Committee.

Tasks and work of the Board of Directors

The Board of Directors is ScandBook’s highest managing body and bears ultimate responsibility for the Company’s organisation and the management of the Company’s affairs.
The members of the Board of Directors are elected by the General Meeting of Shareholders for one year at a time.
The work of the Board of Directors is regulated by rules of procedure adopted by the Board of Directors.
The Board of Directors has also issued instructions to the President and instructions concerning financial reporting to the Board of Directors. ScandBook’s AGM-elected Board members are Odd Rune Austgulen (Chairman), Håvard Grjotheim, Carina Heilborn, Dag Klackenberg, Pär Nilsson and Jon Østbø .
Employee representatives on the Board of Directors are Hans Borbos and Nicklas Einarsson.

Audit and Compensation Committees

The Board of Directors has not established an Audit Committee or a Compensation Committee, since matters normally dealt with by such committees are of such importance, in view of the Company’s size and the scope of its operations, that they should be prepared and decided on by the Board of Directors as a whole, since this can be done without inconvenience.
The company’s auditor thus reports his observations from the examination of the financial statements and his assessment of the Company’s internal control to the whole Board of Directors.

The CEO

The CEO is responsible for the day-to-day management and operation of the Company in accordance with the Board of Director’s guidelines and directions.
The division of labour between the Board of Directors and the CEO has been established in written instructions issued by the Board of Directors.
Paulius Juška is ScandBook’s CEO.

Guidelines for remuneration to senior officers

The 2016 Annual General Meeting of ScandBook decided on guidelines for determining salaries and other remuneration to the CEO and other senior officers with in essence the following content.
Remuneration to senior officers may consist of fixed salary, variable salary and other benefits plus pension.
The aggregate remuneration shall be market-level and competitive and stand in relation to the individual’s position, performance, responsibilities and powers.
The variable salary shall consist of performance-based remuneration and be based on predetermined and well defined goals.
The variable salary shall be maximised and never exceed the fixed salary. Nor shall it be pensionable unless this has been approved by the Board of Directors.
Termination benefit and severance pay shall together not exceed 12 months’ salary for the officers.
Employment contracts should not contain terms on severance pay unless they have been approved by the Board of Directors.
Pension benefits shall be defined-benefit or defined-contribution, or a combination thereof.
In addition to the above-mentioned remuneration, share-related or share-price-related incentive programmes may also be put in place from time to time.

Auditors

Shareholders’ meeting of ScandBook in 2016 appointed Ernst & Young AB auditor of the Company up to the end of the 2016 AGM, with Gunilla Andersson as auditor in charge.
Swedish Code of Corporate Governance The Swedish Code of Corporate Governance (“the Code”) shall be applied by all Swedish companies whose shares are listed for trading on a Swedish regulated market.
ScandBook, which shares are listing on First North (which is not a regulated market), is consequently not covered by this requirement and therefore does not apply the Code at present.
ScandBook’s Board of Directors will, however, keep informed on the practice that is created in this respect and intends to apply those parts of the Code that can be considered to be relevant for the Company and its shareholders.