The board of directors is the highest decision-making body after the general meeting, and is also the highest executive body. The board of directors’ responsibility is regulated on various levels. The board of directors’ responsibility is mainly regulated in the Swedish Companies Act. Pursuant to the Swedish Companies Act, the board of directors is responsible for the company’s organisation and the administration of the company’s affairs. Furthermore, the board of directors shall continuously assess the company’s financial position, as well as ensure that the company’s organisation is formed in a way that the accounting, asset management and the company’s financial conditions are otherwise controlled in a secure manner.
The board of directors’ responsibility is further regulated in the Company’s articles of association, directions given by the general meeting and rules of procedure for the board of directors of the Company adopted by the board of directors.
The assignments of the board of directors include, inter alia, to set objectives and strategies, ensure that there are effective systems for follow-up and control of the Company’s operations, and ensure that there is satisfactory control of the Company’s compliance with legislation and other regulations applicable to the Company’s operations. The board of directors decides on the Company’s business direction, strategy, business plan, resources and capital structure, organisation, acquisitions, major investments, divestments, annual and interim reports and other general issues of a strategic nature. In addition, the board of directors addresses issues and makes decisions regarding other matters considered to be outside the scope of the CEO’s authority.
The board of directors shall also define appropriate guidelines to govern the Company’s conduct in society, with the aim of ensuring the Company’s long-term value creation capability, as well as ensure that the Company’s disclosure of information is characterised by transparency and is accurate, reliable and relevant. In addition, the assignments of the board of directors include appointing, evaluating and if necessary removing the CEO.
Members of the board of directors are appointed annually by the annual general meeting for the period until the end of the next annual general meeting. According to the Company’s articles of association, the members of the board of directors to be elected by the general meeting shall consist of a minimum of five members and a maximum of ten members, with no deputy board members. At the date of the Prospectus, the Company’s board of directors consists of six members elected by the general meeting. The board members are presented in detail in the section “Board of directors, executive management and auditors”. MAG Interactive’s board of directors follows a written procedure, which has been adopted by the board of directors and is reviewed annually. Among other things, the procedure for the board of directors regulates the board of directors’ role and responsibility, the board of directors’ way of working and how the work is divided within the board of directors. The board of directors also adopts instructions for the CEO of the Company, including instructions for financial reporting.
The board of directors held a total of twenty seven (27) meetings during the financial year, where all members of the board were present in all regular meetings and seventeen (17) of the meetings were by correspondence. The unusually high number of meetings and the high number of meetings by corresponence are due to the process of listing the company on NASDAQ First North Premier during the fall of 2017. During the period from the first day of trading 8 December 2017 to the end of the financial year seven (7) meetings were conducted of which one was by correspondence.
Fees and other remuneration for members of the board of directors, including the chairman of the board, are resolved upon by the general meeting. The annual general meeting held on 15 November 2017 resolved that the total amount of fees to the board members, until the next annual general meeting, will be SEK 400,000. SEK 200,000 will be distributed to Teemu Huuhtanen, and SEK 200,000 will be distributed to Michael Hjorth.
As part of the board year calendar an evaluation of the board work is cunducted. It is scheduled to be presented at the ordinary meeting in May each year. The evaluation is led by the chairman and consists of a survey completed by each one of the members of the board. The survey that covers areas such as effectiveness of the preparatory work, communication with the CEO, communication with and by the management team, the effectiveness of the financial repoirting.
The board of directors has internally established a remuneration committee. The remuneration committee consists of three members of the board of directors: Walter Masalin (chairman of the remuneration committee), Teemu Huuhtanen, and Michael Hjorth, all of which are independent of the Company and its management.
The remuneration committee’s main tasks are to prepare the board of directors’ decisions on issues concerning, among other things, terms of employment and remuneration to the executive management. Furthermore, the remuneration committee shall monitor and evaluate, both ongoing and finalised, programs for variable remuneration to the executive management and also follow and evaluate the application of the current principles for remuneration to MAG Interactive’s executive management. The remuneration committee shall also support and advise the board on matters related to the appointment of the CEO and other members of the executive management, as well as matters related to performance evaluation and succession planning for members of the executive management.
Since First North Premier is not a regulated market there are no legal obligations to establish an audit committee. However, the board of directors of the Company has established an audit committee consisting of the board members which are independent of the Company. The audit committe and its instruction were established at the regular board meeting in May 2018.
The audit committee’s remit is to prepare the board of directors’ work to assure the quality of the company’s financial reporting. The committee is also tasked with delivering its evaluation of the audit process to the nominating committee in connection with drafting the nominating committee’s proposals to the AGM regarding the appointment of auditors and the amount of audit fees. Since its installment, the members of the audit committee are: Michael Hjorth (chair), Teemu Huuhtanen and Walter Masalin. The audit committee met once during the period May to August 2018. All of the menbers were present at the one meeting.