MAG Interactive is a Swedish public limited liability company. As a Company listed on Nasdaq First North Premier, the Company applies Swedish laws (e.g. the Swedish Companies Act (Sw. Aktiebolagslagen (2005:551)) and the Swedish Annual Accounts Act (Sw. Årsredovisningslagen (1995:1554))) and regulations, the Company’s articles of association, internal rules and instructions, and the Nasdaq First North - Rulebook, as well as other Swedish and foreign laws and regulations, as applicable. The Company also applies the Swedish Corporate Governance Code (the “Code”).
The Code applies to all Swedish companies whose shares are listed on a regulated market in Sweden, and companies listed on Nasdaq First North Premier are not bound to apply the Code, but are recommended to do so. The Code defines a norm for good corporate governance on a higher level of ambition than the Swedish Companies Act and other regulations’ minimum requirements. The Code is based on the principle “comply or explain”. This means that the Company is not required to apply every rule of the Code at all occasions, but may choose alternative solutions deemed to better respond to particular circumstances, provided that the Company openly discloses all such deviations, describes the alternative solution and states the reason for the deviation.
The Company does, after listing of the Company’s shares on Nasdaq First North Premier, comply with the Code, with the exception of two points. The first relates to the board not meeting the Code’s requirements on board independence, see further in the section “Board of directors, executive management and auditors”. The second relates to the Nomination committe where Kaj Nygren is acting chairman. According to the proposal for new members of the board of directors, as presented by the nomination committee the deviation regarding board independence will be resolved as of the annual general meeting planned for 18 December 2018.
ReAsons for deviating from the Code
The reason for deviating from the board independence has its root in the strive to keep continuity in a young company during its first year as a public company. The intent was, and is, to use the first year to nominate a new board fully compliant with the Code. For the annual general meeting in December 2018 the nomination committee has nominated such a board.
The reason for deviating from the rule about the constitution of the nomination committee is connected to the deviation in the board. As a substantial part of the shares in the company are owned by the founders of the company, also members of both the board and the executive management team, the decision was was made that one of the two biggest shareholders, also members of the baord and management team, would be a member of the nomination committee. Kaj Nygren was appointed to represent both NMO Invest and Playful days in the nomination committee.