Corporate Governance

Corporate governance


Nanologica AB, corporate registration number 556664-5023, is a Swedish limited company is listed on Nasdaq Stockholm Main Market since March 29, 2022. 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 Nasdaq Stockholm, 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 Nasdaq Stockholm Main Market Issuer Rules, and the Code. 

Deviations from the Code

Nanologica reports the following deviation from the Code:
The basis for the decision for one of the company’s ongoing option programs differs in one respect from what according to the Swedish Corporate Governance Board’s rules regarding remuneration to senior executives and on incentive programs (‘The Remuneration Rules’) is to be considered as good practice on the stock market. The vesting period for the option program 2021/24 (in this context the period from the acquisition of the option until a share may be acquired under the option) is less than the Remuneration Rules’ general rule of three years. The decision-making basis does not contain any specific justification for why the vesting period is less than three years, which is not compatible with the Remuneration Rules. In order forthe design of the program to nevertheless be compatible with the Remuneration Rules, Nanologica has ensured that all option holders in the option program in connection with the conclusion of the transfer document have undertaken to the company not to exercise the options for subscription of shares until 1 April 2024 at the earliest. This contractual commitment thus means that the options can only be exercised by option holders at the end of the option program’s vesting period.

No other deviations from the Code occurred during the year.

The company was not subject to any decision of the Spotlight Stock Market disciplinary board or any statement by the Swedish Securities Council during 2021.


Internal governance documents

Internal governance documents include the articles of association adopted by the annual general meeting, internal instructions, policies, 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 containing internal rules, recommendations, and principles, which provide the company and its employees with guidance within the framework of the company’s operations.

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.