Corporate Governance

Board of Directors
Mats Olsson
Carl-Olof By
Eva Elmstedt
Liselotte Hägertz Engstam
Camilla Monefeldt Kirstein
Jon Risfelt
Corporate management team
Per Wallentin
Fredrik Ekerhovd
Anna Jennehov
Christina Johansson
Tomas Sanden
Johan Strid
Auditor

PWC AB was re-elected for a one-year period at the AGM 2017. PWC AB has announced that authorized auditor Anna-Clara af Ekenstam is the principal auditor.

Anna-Clara af Ekenstam
Authorized Auditor, PWC

Articles of Association

§ 1 The name of the company is Knowit Aktiebolag (publ).

§ 2 The registered headquarters of the company shall be in the Municipality of Stockholm, in the County of Stockholm (Sweden).

§ 3 The Company shall conduct business in the field of IT consulting as well as businesses related thereto.

§ 4 The share capital shall amount to no less than SEK 9,000,000 and no more than SEK 36,000,000.

§ 5 The number of shares shall be a minimum of 9,000,000 and a maximum of 36,000,000.

§ 6 The board of directors shall consist of at least three and at most eight members, with a maximum of two deputy members. These members shall be elected each year at the annual general meeting to serve until the end of the next annual general meeting.

§ 7 One or two auditors, with or without deputy auditors, shall be appointed to review the company's annual report, its accounts, and the directors' and president's reports.

§ 8 The company’s fiscal year shall follow the calendar year.

§ 9 Notice of the annual general meeting shall be provided in the form of announcements in Post- och Inrikes Tidningar and on the company webpage. An announcement that notice has been provided shall be made in Svenska Dagbladet. Shareholders may participate in the annual general meeting provided (a) they have been recorded in the share register at least five weekdays before the meeting, and (b) they have registered with the company by not later than 4 p.m. on the day stated in the Notice of annual general meeting. This day may not be a Saturday, Sunday or other public holiday, Midsummer Eve, Christmas Eve or New Year’s Eve, and may not occur earlier than the fifth weekday preceding the annual general meeting. Shareholders may be accompanied by assistants at the general meeting provided they register the number of assistants with the company in a comparable manner.

§ 10 Each shareholder entitled to vote may use the full number of votes he or she holds and represents at the annual general meeting.

§ 11 The chairman of the board or an appointee of the board of directors opens the annual general meeting and conducts the proceedings until a chairman of the meeting has been elected.

The following items shall be dealt with at the annual general meeting:

  1. Establishment and approval of list of voters 
  2. Election of a chairman of the meeting 
  3. Submission and approval of the agenda 
  4. Election of one or two persons to verify the minutes 
  5. Review of whether or not the meeting was properly convened 
  6. Presentation of the Annual Report, the Auditor's Report, and where appropriate, the Consolidated Accounts and the Auditor's Report on the Consolidated Accounts 
  7. Resolutions concerning: 
    a) the adoption of the Income Statement and Balance Sheet, and where appropriate, the Consolidated Income Statement and Consolidated Balance Sheet 
    b) appropriation of profits or losses according to the adopted Balance Sheet 
    c) discharging the members of the board of directors and the president from liability 
  8. Determination of the number of members and deputy members of the board of directors in accordance with the Articles of Association 
  9. Determination, if necessary, of the number of auditors and deputy auditors in accordance with the Articles of Association 
  10. Determination of directors’ fees and, if necessary, audit fees 
  11. Election of members and deputy members to the board of directors 
  12. If necessary, election of auditors and deputy auditors or accounting firm 
  13. Other matters that have been referred to the annual shareholders’ meeting under the Swedish Companies Act (2005:551) or the Articles of Association

§ 12 Company shares shall be registered in a control account as required by the Swedish Financial Instruments Accounts Act (1998:1479)

Guidelines for variable remuneration

The Board of Directors has chosen to be jointly responsible for issues regarding compensation, in accordance with item 9.2 of the Swedish Code of Corporate Governance.

Remuneration to the President and other officials consists of a basic salary, a variable performance remuneration, other benefits and pension. In accordance with item 9.6 of the Code, the Board has considered making an exception for variable remuneration to leading management officials and found that no such exception should be made.

The Chairman of the Board negotiates the remuneration and terms of employment for Knowit AB’s President. The remuneration is approved by the Board.

The President negotiates the remuneration and terms of employment for the employees on the corporate management team, and for those heads of subsidiaries who report to the President. The variable remuneration is approved by the Chairman of the Board.

The shareholders at the AGM 2016 resolved upon guidelines for remuneration to leading executives:

• The fee shall consist of a fixed salary, a variable component in the form of annual variable compensation, pension and other benefits.

• The annual variable compensation is on condition that, among other things, Knowit not report a loss for the year the compensation pertains to.

• The annual variable compensation will be subject to a ceiling and never exceed the fixed component. It is not pensionable.

• Severance pay ought not to occur.

Share-related incentive programs

There are currently no share-related incentive programs at Knowit.

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