Corporate Governance

Corporate governance

GOVERNANCE MODEL

Nanologica AB, corporate registration number 556664-5023, is a Swedish limited company that has been listed on Spotlight Stock Market since October 30, 2015 and is from November 4, 2020 listed on Spotlight Next. The headquarter is in Södertälje, Sweden.

Corporate governance at Nanologica, which can be divided into external and internal governance documents, is in compliance with Swedish law, the rules and regulations of Spotlight Stock Market, and the Swedish Code of Corporate Governance (the Code) as well as internal regulations and instructions.

 

External governance documents

The external governance documents constitute the framework for corporate governance. These include the Swedish Companies Act, the Swedish Annual Accounts Act, the Spotlight Stock Market Issuer Rules, and the Code. Nanologica deviated from the Code in that there were no audit committee and remuneration committee until December 2020. Before December 2020, the board had the full responsibility for the decision on audit issues and remunerations. No other deviations from the Code occurred during 2020. The company was not subject to any decision of the Spotlight Stock Market disciplinary board or any statement by the Swedish Securities Council during 2020.

 

Internal governance documents

Internal governance documents include the articles of association adopted by the annual general meeting, internal instructions, and guidelines. Examples of internal instructions and guidelines include the board of directors’ rules of procedure, formal work plans for the committees, and instructions to the CEO. In addition, the board of directors of Nanologica has adopted several policies and guidelines that control the company’s operations, as well as instructions for financial reporting.

Nanologica aims for a high standard through clarity and simplicity in its management system and governing documents. In the company’s governance model, the shareholders of Nanologica are the ultimate decision makers regarding the group’s governance through their election of the company’s board of directors at the annual general meeting. In turn, the board of directors is responsible for ensuring that corporate governance is in compliance with applicable laws as well as other external and internal governance documents.

The governance, management, and control of Nanologica is divided among the shareholders through the annual general meeting, the board of directors, the CEO, and the auditors in accordance with the Swedish Companies Act and the articles of association. Increased transparency provides good insight into the company’s activities, which contributes to effective governance.