Corporate Governance

Swedish Corporate Governance Code

The Swedish Corporate Governance Code (the “Code”) shall be applied by all companies whose shares are admitted to trading on a regulated market, such as Nasdaq Stockholm, and stipulates what is considered to be good corporate governance. The Code shall be applied no later than the first Annual General Meeting to be held after the listing. The Code is based on the “comply or explain” principle, which means that a company that applies the Code may deviate from its provisions as long as each deviation can be explained in a satisfactory manner.

Collector will apply the Code as of the time of listing on Nasdaq Stockholm and has no intention to deviate from any of the rules in the Code. Collector will prepare a Corporate Governance Report for the first time in the 2015 financial year.

General Meetings

The General Meeting is Collector’s highest decision-making body and the shareholders’ right to decide on matters pertaining to Collector is exercised at the General Meeting. The General Meeting resolves, inter alia, on amendments to the Articles of Association, changes to the share capital, the election of Board members and auditors, the adoption of the income statement and the balance sheet, whether to discharge the Board of Directors and the CEO of liability, the appropriation of profits, the principles for the appointment of the election committee and the adoption of guidelines for remuneration to senior management.

According to Collector’s Articles of Association, General Meetings are convened by publication in the Swedish Official Gazette and on Collector’s website. The fact that the notice has been published shall be advertised in the Swedish business daily, Dagens industri.

Right to participate in a General Meeting

All shareholders who are directly registered in the share register kept by Euroclear on the fifth weekday before the General Meeting and who have notified their attendance at the General Meeting no later than the date stated in the notice convening the General Meeting are entitled to attend the General Meeting and vote for their holding of shares. Shareholders may participate in the General Meeting personally or be represented by an agent, and may also be assisted by at most two advisers. Shareholders are generally able to notify their participation in the General Meeting in several ways in accordance with the directions in the notice convening the meeting. 

Shareholder initiatives

Shareholders wishing to have a matter dealt with at a General Meeting must submit a request in writing to Collector’s Board of Directors. Such a request must normally be received by the Board of Directors no later than seven weeks prior to the General Meeting.

Nomination Committee

At the Annual General Meeting held on 16 April 2015, the Annual General Meeting resolved to adopt principles for the appointment of the Nomination Committee. According to these principles, the Nomination Committee shall be formed no later than the last banking day of September, after the Chairman of the Board has identified the three shareholders with the largest number of votes. These three shareholders will then be entitled to appoint a member each to the Nomination Committee. If either of the shareholders with the largest number of votes waives their right to appoint a member of the Nomination Committee, the shareholder with the next largest shareholding shall be offered the opportunity to appoint a member. Together with the Chairman of the Board, these three owner representatives shall constitute the Company’s Nomination Committee.[1]

The Nomination Committee submits proposals to the Annual General Meeting regarding the Chairman of the Annual General Meeting, the number of Board members to be elected at the Annual General Meeting, the Chairman of the Board and the other Board members to be elected at the Annual General Meeting, and fees and other remuneration to each of the Board Members elected at the Annual General Meeting and to the members of the Board of Directors’ committees.

The Nomination Committee shall further submit proposals for the appointment of auditors, fees to the auditors, the election of the Nomination Committee or, alternatively, a decision regarding the principles for the appointment of a Nomination Committee and the adoption of an instruction for the Nomination Committee, and remuneration to the members of the Nomination Committee.

[1] If there are major changes in the ownership after the Nomination Committee has been composed, adjustments to the composition of the Nomination Committee can be made, according to the detailed terms and conditions that follow from the principles for the appointment of the Nomination Committee and the instructions for the Nomination Committee of Collector.