The Board's overall task is to manage the company's affairs and be responsible for the company's organisation on behalf of shareholders.
The Board's work is led by the Chairman of the Board. The Board holds an annual statutory meeting following the annual general meeting of shareholders. In addition to this, the Board is scheduled to meet at least five times annually. Appointments at the statutory Board meeting include the Chairman of the Board and the Company's signatories.
Furthermore, the Board's formal work plan, the terms of reference for the CEO and the instructions regarding financial reporting to the Board are reviewed and adopted. The company's Board meetings address the company's financial situation, progress in negotiations and issues pertaining to directly and indirectly held subsidiaries and associated companies. The Company's auditor attends and reports at the Board meetings when necessary. The Board forms a quorum when more than half of the members are present. At present, Volati's Board consists of seven members.
Board of Directors
Chairman of the Board since 2018, Board member 2005-2017. Born 1969.
Education: Business and Economics studies at Lund University.
Other assignments: Deputy Board member of Italo Invest AB (and subsidiaries of Italo Invest AB) and Wahlén & Partner AB.
Background: Patrik founded Volati in 2003 together with Karl Perlhagen. He has previously worked for Kemira Group and Ernst & Young Management Consulting AB.
Shareholding in the Company: 19,356,283 ordinary shares.
Chairman of the Board 2005-2017, Board member since 2018. Born 1970.
Education: Business and Economics studies at Lund University.
Other assignments: Chairman of the Board of Fridhem Fastighetsutveckling AB and Ullna Golf AB, Board member of Italo Invest AB (and assignments in subsidiaries of Italo Invest AB) and KPVS Holding AB.
Background: Karl founded Volati in 2003 together with Patrik Wahlén, having previously founded Cross Pharma AB.
Shareholding in the Company: 34,461,500 ordinary shares and 300,174 preference shares (through companies).
Board member since 2015. Born 1975.
Education: B.Sc., International Economics, Linköping University.
Other assignments: CFO and Deputy CEO at AB Sagax (and assignments in subsidiaries of AB Sagax), Board member of Fastighetsbolaget Emilshus AB and Manolo Holding AB, and Deputy Board member of LMG Distribution Aktiebolag and Paco Holding AB.
Background: Partner and Head of Corporate Finance at Remium Nordic AB and financial analyst. CFO and Deputy CEO at AB Sagax since 2012.
Shareholding in the Company: 60,000 ordinary shares.
Board member since 2016. Born 1968.
Education: Master of Business Administration at Stockholm University.
Other assignments: Acting CEO of Hunter Sales i Stockholm AB, Chairman of the Board of NF11 Holding AB, Board member of Corem Property Group AB, Grimaldi Industri AB, MBRS AB, Deputy Board member of Kattvik Financial Services AB, Stocksunds Financial Management AB and Stocksund Financial Services AB.
Background: Christina’s previous roles include CEO of Odd Molly and CEO of Gudrun Sjödén Design.
Shareholding in the Company: 2,000 ordinary shares and 300 preference shares.
Board member since 2016. Born 1973.
Education: M.Sc. Engineering, Uppsala University, eMBA, Stockholm University, and International Directors Programme at INSEAD.
Other assignments: Board member of VBG Group AB (publ), Enzymatica AB, Seafire AB (publ), Atterviks Bil AB and Optinova Holding AB.
Background: Since 2011, Louise has run Nicolin Consulting AB, focusing on business development and quality assurance. Previously worked as Business Unit Manager and Consultant Manager at PlantVision AB.
Shareholding in the Company: 12,042 ordinary shares.
Board member since 2018. Born 1962.
Education: MBA, Stockholm School of Economics.
Other assignments: Board member of Carnegie Investment Bank, Landshypotek Bank AB, Lannebo Fonder AB, OX2 Group and Castellum AB. Tim Bergling Foundation, Stiftelsen Beckmans Designhögskola.
Background: Head of Investor Relations at Swedbank, Head of Communications at Ratos, Board member of Swedish Financial Supervisory Authority. Chairman of the board of Sveriges Television AB. Various advisory roles and directorships within strategy, finance and corportate governance.
Shareholding in the Company: 10,000 ordinary shares and 1,000 preference shares
Board member since 2018. Born 1954.
Education: M.Sc., Industrial Economics, Linköping University.
Other assignments: CEO and owner of 1909 Gruppen AB and joint owner (50%) of B2B IT-Partner AB.
Background: Board member and Chairman of Tricorona AB.
Shareholding in the Company: 634,758 ordinary shares and 29,739 preference shares through associated company.
The Board has resolved not to establish a Remuneration Committee, for the reason that the Board considers it more appropriate that the Board as a whole fulfils the assignments incumbent on the Remuneration Committee in accordance with the Code.
In terms of remuneration matters, this entails that the Board is to:
- prepare decisions in matters concerning guidelines for remuneration and other terms of employment for senior executives,
- monitor and evaluate ongoing programmes and programmes concluded during the year for the variable remuneration of senior executives, and
- monitor and evaluate the outcome of variable remuneration and manner in which the company applies the guidelines to senior executives, as adopted by the general meeting.
Magnus Sundström (chairman), Björn Garat and Patrik Wahlén are members of the Committee. The Audit Committee has both an advisory and preparatory function for decision matters prior to review and decision by Volati´s Board.
The main duties of the Audit Committee are as follow:
- monitor the financial reporting and submit recommendations and proposals to secure the accuracy of the reports
- with regard to the financial reporting, monitor the efficiency of the company's internal control, internal audit and risk management
- keep itself informed about the audit of the annual accounts and consolidated financial statements and the Supervisory Board of Public Accountants' quality control
- Inform the board of the results of the audit and on how the audit contributed to the reliability of the financial reporting and the function of the committee
- review and monitor the auditor's impartiality and independence and thereby give particular attention as to whether the auditor provides the company with other services than audit services
- grant approval for assignments to audit firms that are auditors for the company for services outside the audit assignment amounting to more than SEK 100,000
- assist with preparation of a proposal for a general meeting resolution on election of auditors, and
- prepare the Board´s decision on the above issues.
The Audit Committee provides continuous oral reports to the Board and submits proposals on issues that require a Board decision. Minutes are made available to all members of the Board. The Chairman of the Committee maintains regular contact with the company's auditor.
The Nomination Committee
Volati AB's Nomination Committee for the 2023 Annual General Meeting has been appointed in accordance with the instructions adopted by Volati's 2022 AGM.
The Nomination Committee for the 2023 Annual General Meeting consists of:
- Carin Wahlén (Nomination Committee Chair) representing Chairman of the Board Patrik Wahlén
- Karl Perlhagen representing himself
- Jannis Kitsakis representing Fjärde AP-fonden
Shareholders of Volati AB are welcome to submit proposals to the Nomination Committee at the email address email@example.com or the Company’s postal address below, no later than 27 February 2023.
The annual general meeting 2022 adopted the following procedure for the appointment of the members of the nomination committee to be applied until further notice.
The nomination committee shall consist of three members, of which one may be the chairman of the board of directors. The chairman of the board of directors shall no later than six months prior to the annual general meeting resolve on whether it wishes to be a member of the nomination committee. If the chairman of the board is a member of the nomination committee, the other members shall be appointed by way of the chairman of the board of directors, no later than six months prior to the annual general meeting, offering the two largest shareholders according to the share register kept by Euroclear Sweden AB as per the last business day in September the current year the opportunity to appoint one member of the nomination committee each.
If the chairman of the board of directors refrains from being a member of the nomination committee, the members of the nomination committee shall be appointed by way of the chairman of the board of directors, no later than six months prior to the annual general meeting, offering the three largest shareholders according to the share register kept by Euroclear Sweden AB as per the last business day in September the current year the opportunity to appoint one member of the nomination committee each. If any shareholder refrains from their right to appoint a member, the right passes on to the shareholder who, after such refraining shareholder, has the largest shareholdings in the company.
The chairman of the nomination committee shall, unless the members agree otherwise, be the member who represents the largest shareholder in terms of votes. However, neither the chairman of the board of directors nor any other board member shall be the chairman of the nomination committee. At least one of the members of the nomination committee is to be independent of the company’s largest shareholders in terms of votes or of the group of shareholders who act in concert in the governance of the company.
If a shareholder, who is represented in the nomination committee, reduces its ownership so that its shareholdings would no longer qualify for appointing a member of the nomination committee, the member of the nomination committee appointed by such shareholder shall, if the nomination committee so resolves, be discharged and another shareholder shall be offered to appoint a member replacing such discharged member in accordance with what is set out above. If a shareholder, who is not represented in the nomination committee, increases its shareholdings so that the shareholdings would qualify to appoint a member of the nomination committee (and such shareholder in connection thereto not offered to appoint a member of the nomination committee pursuant to what is stated in the preceding sentence), such shareholders shall, if the nomination committee so resolves, be offered to appoint one member of the nomination committee without discharge of any member appointed by another shareholder. However, the number of members of the nomination committee shall never exceed six (6) members and already appointed members shall in this context have precedence. A shareholder who has appointed a member of the nomination committee is entitled to replace such a member with a new member of the nomination committee and if a member leaves the nomination committee, before a new nomination committee has been constituted, the shareholder who appointed such member shall be entitled to appoint a replacing member.
The composition of the nomination committee shall be announced no later than six months prior to the annual general meeting. The term of the nomination committee shall be until a new nomination committee has been constituted. The nomination committee shall prepare and submit to the general meeting proposals for: chairman of the general meeting, board members, chairman of the board, remuneration payable to each of the board members and the chairman of the board as well as other remuneration payable for board work, fees to the company’s auditor and, where relevant, election of auditor. Further, the nomination committee shall prepare and submit to the general meeting a procedure for the appointment of the nomination committee.
The members of the Nomination Committee are to promote the common interests of all shareholders. Committee members are not to unduly reveal the content and details of nominations discussions. Before accepting the assignment, each member of the nomination committee is to consider carefully whether there is any conflict of interest or other circumstance that makes participation in the nomination committee inappropriate.
The nomination committee shall apply Rule 4.1 of the Swedish Corporate Governance Code as diversity policy, which means that the nomination committee shall take into consideration that the board of directors is to have a composition appropriate to the company’s operations, phase of development and other relevant circumstances, and be characterized by diversity and breadth of qualifications, experience and background. Further, the nomination committee is to strive for gender balance on the board.
In addition, the nomination committee shall perform such other duties to be performed by the nomination committee pursuant to the Swedish Corporate Governance Code. The company shall, at the request of the nomination committee, provide personnel resources such as a secretarial function in order to facilitate the nomination committee’s work. If necessary, the company shall also bear reasonable costs for external consultants that the nomination committee deems necessary for the nomination committee to fulfill its assignment.