Corporate Governance

Corporate Governance

Sound corporate governance, risk management and internal control are key elements to the success of a business, and are crucial when it comes to maintaining the trust of the Company’s stakeholders. Good corporate governance means ensuring that companies are run sustainably, responsibly and as efficiently as possible on behalf of their shareholders. 

Annual General Meeting

The AGM is PowerCell’s highest decision-making body and the forum where the rights of shareholders are exercised. Resolutions are passed at the AGM concerning proposals from the Nomination Committee, the Board of Directors and the shareholders, as well as any other resolutions pertaining to the relevant articles of association or law. These include resolutions on the adoption of the income statement and balance sheets, the allocation of the Company’s profit or loss and the election of the Board of Directors and the auditor and their fees. The Company’s articles of association state that the Board of Directors at the Company must have a minimum of five and a maximum of seven members without deputies.

Nomination Committee

The AGM annually sets the principles for determining how the Nomination Committee is appointed.

Board of Directors

The Board of Directors assumes ultimate responsibility for PowerCell’s organisation and administration. 

The work of the Board of Directors is governed by the Companies Act, the Articles of Association and the rules of procedure adopted by PowerCell’s Board of Directors. The Company’s rules of procedure specify, among other things, the allocation of responsibilities between the Board of Directors and the CEO.

At the meetings of the Board of directors, the Board discusses the Company’s future development, quarterly reports, budget, financing and conducts the customary follow-up procedures of the strategic and operational activities of the Company.

The Board of Directors also evaluates PowerCell’s financial reporting each year and sets requirements on its content and layout to safeguard a high level of quality.

The Company’s auditor attends the meeting each year where the annual financial statements are approved.

The Company’s CEO Richard Berkling is an adjunct and regularly attends the Board of Directors’ meetings along with the Company’s CFO Karin Lidén, who also serves as secretary at the Board of Directors’ meetings.

All resolutions voted on by the Board of Directors are based on detailed decision data, and are passed following discussions led by the Chairman of the Board. The work of the Board of Directors is evaluated annually under the direction of the Chairman of the Board. The results of the evaluation are presented to the Board of Directors and then discussed with the aim of optimizing the Board of Directors’ work. The work of the Chairman of the Board is evaluated in his absence. The conclusions from the evaluations and discussions are communicated to the Nomination Committee.

The Board of Directors’ committees

The Board of Directors has appointed an Audit Committee and a Remuneration Committee tasked with dealing with audit and remuneration issues prior to any resolutions to be addressed by the Board of Directors.

Audit Committee

The Audit Committee assumes a supervisory role with respect to the Company’s risk management, governance and controls in addition to financial reporting. The auditor reports their observations to the Audit Committee on a regular basis.

Remuneration Committee

The Remuneration Committee deals with issues concerning the principles behind remuneration and other terms of employment for the CEO and company management. The committee evaluates ongoing remuneration schemes for company management and observes and evaluates the application of the guidelines for remuneration resolved on at the AGM. 

Auditor

The AGM 2022 resolved to appoint the registered accounting firm Öhrlings PricewaterhouseCoopers AB as auditor until the end of the AGM 2023. It was noted that Öhrlings PricewaterhouseCoopers AB had appointed Fredrik Göransson as principal auditor.

Governance documents and internal control

PowerCell has established control systems in place and operates transparent business operations. Current governing documents are reviewed on an ongoing basis. Furthermore, the Board of Directors regularly evaluates the financial reporting received in conjunction with Board of Directors’ meetings. The Audit Committee has an ongoing dialogue with the Company’s auditor concerning the scope and quality of the financial reporting.