Governance
The corporate governance of Nordtech is based on Swedish law, primarily the Swedish Companies Act, the Swedish Annual Accounts Act, Nordtech’s articles of association, the Nasdaq Main Market Rulebook for Issuers of Shares and the Swedish Corporate Governance Code (Sw. Svensk kod för bolagsstyrning) (the “Code”), as well as statements by the Swedish Securities Council (Sw. Aktiemarknadsnämnden) regarding good stock market practice on the Swedish securities market.
Companies are not obliged to comply with every rule in the Code as the Code itself provides for the possibility to deviate from the rules, provided that any such deviations and the chosen alternative solutions are described, and the reasons therefore are explained in the corporate governance report (the so-called ‘comply or explain principle’).
Except from what is stated below, Nordtech expects to comply with all rules in the Code from the date of the listing of the shares on Nasdaq Stockholm.
The composition of the Board of Directors of the Company does not meet the requirements concerning the independence of board members prescribed in the Code, rule 4.3, which stipulates that no more than one director elected by the shareholders’ meeting may be part of the management of a company. Two of Nordtech’s Board members, Pål Hodann and Nils Bergman, work operationally within the Group’s management. As founders of Nordtech, Pål Hodann and Nils Bergman contribute with extensive expertise and unique insight into the Company’s operations and the industry in which it operates. This knowledge has been of significant importance to the Company’s operational development and is expected to remain instrumental to the Company’s long-term success. In addition, they maintain long-standing and valuable relationships with Nordtech’s portfolio companies and, in turn, those portfolio companies’ customers and business partners. Accordingly, the Company considers that access to this experience and network, both at the Board level and in the day-to-day operations, is beneficial to the Company and its shareholders.
Internal control
According to the Swedish Companies Act, the Board of Directors is ultimately responsible for ensuring that an effective internal control system exists within the Group.
The Board of Directors has the overall responsibility for ensuring that the Group has efficient systems in place for management and internal control, and shall monitor and ensure that Nordtech’s risk management, accounting, internal audits and control, financial reporting and sustainability reporting are satisfactorily controlled and that the Company’s financial reporting and sustainability reporting complies with laws, regulations and other applicable financial reporting, sustainability reporting and accounting standards.
The CEO has been designated as responsible for financial reporting in the Company and shall accordingly ensure that the Board of Directors receives sufficient information in order to be able to regularly assess the Company’s and the Group’s financial situation and otherwise fulfil its duties. The instructions for financial reporting shall be adopted annually by the Board of Directors in connection with the inaugural Board of Directors’ meeting and shall, in addition, continuously be reviewed and revised whenever the Board of Directors deems it appropriate.
The Board of Directors monitors the internal control over the financial reporting together with the Audit Committee, who is responsible for preparing the Board of Directors’ work on securing the quality of the Company’s financial reporting and sustainability reporting, and shall also review and prepare the Board of Directors’ decisions regarding the financial information presented by the Company.