Boule is a Swedish public company. Boule applies the Swedish Companies Act and its rules and regulations. The company also follows the regulations that apply to listed companies with the NASDAQ OMX Nordic Exchange as well as the Swedish Code of Corporate Governance (the ”Code”). The Code applies to all Swedish listed companies whose shares are listed with a regulated market in Sweden. The code is based on principles of compliance. The company does not expect to deviate from the Code.
The General Meeting is the corporate body’s highest authority in Boule and at this meeting shareholders may exercise their voting rights regarding, for example, disposition of the result of the year, discharge of the Board of Directors and the MD, election of board members and auditors as well as fees for the board members and auditors. Besides the Annual General Meeting, the company may hold extra General Meetings. In agreement with the rules of Corporate Governance, notice of the General Meetings shall be published in the Post- och Inrikes Tidningar as well as on the company’s website. At the time of the notice, an announcement informing of the notice will appear in Dagens Industri.
Right to attend a General Meeting
All shareholders who are recorded in the register maintained by Euroclear Sweden AB not later than five weekdays prior to the General Meeting and who have notified the company of their intent to attend the meeting not later than the date indicated on the Notice of General Meeting will have the right to vote in accordance with their shareholding. Shareholders may participate in the General Meeting in person or by proxy and may be represented by not more than two people. Shareholders can notify their intention to attend a General Meeting in different ways specified in the Notice of General Meeting.
Board of Directors
The Board of Directors is the corporate body’s highest authority after the General Meeting. According to the Companies Act, the Board of Directors is responsible for the management and organization of the company which means that the Board of Directors is responsible, for example, to set goals and strategies, establish routines and systems to evaluate goals, to continually review Boule’s financial position, result and risk level and to evaluate the executive management. The Board of Directors is also responsible for ensuring that the Annual Report, Group Report and Quarterly Reports are prepared in time and that they fulfill applicable requirements. The Board of Directors appoints the MD. The board members are elected each year at the Annual General Meeting for the period extending until the following Annual General Meeting. According to the company’s Articles of Association, the Board of Directors shall consist of not less than three and not more than seven members.
The Chairman is elected at the Annual General Meeting and has a particular responsibility for the leadership of the Board of Directors and to ensure that the work of the Board is well organized and carried out effectively. The Chairman does not participate actively in the executive management of the company.
The Board of Directors shall follow written rules of procedure set out annually at a board meeting. The procedures regulate Board practices, functions and the division of work between the board members and the MD. The Board sets instructions for financial reporting and instructions for the MD annually.
The Board of Directors shall hold not less than four ordinary Board Meetings between two consecutive Annual General Meetings. The Board may call additional meeting for issues that cannot wait for an ordinary meeting. In addition to Board meetings, the Board and the MD shall have a regular dialog. For further information see the section titled “Board of Directors, executive management and auditors”.
The Board of Directors has a committee to oversee questions regarding remuneration. The Board as a whole carries out the work of the remuneration committee. The main responsibility of the remuneration committee is to prepare decisions regarding the principles of remuneration, remuneration and terms of employment for company leadership, to review and evaluate current and past year programs for variable remuneration and to review and evaluate the application of guidelines for remuneration to the executive management as set out in the Annual General Meeting.
The Board of Directors have set up an audit committee. The Board as a whole carries out the work of the audit committee. The main responsibility of the audit committee is to monitor and ensure the quality of the company’s financial reporting, to monitor the effectiveness of the company’s internal controls, internal audit and risk management on financial reporting, to keep itself informed of audits and to review and monitor the auditor’s independence and impartiality, as well as to assist in the preparation of proposals to the Annual General Meeting, such as selection of auditors.
Managing Director and other executive management
The MD reports to the Board of Directors. The primary responsibility of the Managing Director is for the regular management and daily operations. The MD is also responsible for financial reports and for a summary of information for the board meetings. The MD presides over the board meetings. The MD shall work to attain goals, and to implement the policies and strategic plans set out for the company by the Board of Directors.