Corporate governance is a term for how decision-making authority and responsibility is distributed between the different parts of the ReadSoft group. Corporate governance is made up partly of applicable laws and regulations and partly of processes and systems that the board and management implement. Decision-making authority at ReadSoft is distributed between various institutions. The distribution is designed to create a power balance and to ensure that governance and control occurs in an efficient and satisfactory manner.
All business decisions in the company must be defensible from a financial and ethical perspective. Through transparency and accessibility, we want to provide our shareholders and other stakeholders with insight into our decision pathways, responsibilities, authorizations and control systems. We shall also provide accurate, reliable and current financial information.
ReadSoft AB is primarily governed by
- The application of legislation
- Decisions made by the Annual General Meeting
- The company’s Articles of Association
- The listing agreement with the stock exchange
- The Swedish Code of Corporate Governance (“the Code”)
- The work of the Board of Directors, the President and corporate management’s continuous management of the company’s operations.
Operations and articles of association
As stated in the Articles of Association , the company’s operations comprise the manufacture and sale of systems for automatic capture of written characters and conducting operations compatible therewith. View the complete articles of association here.
Annual General Meeting
The annual general meeting is the company's highest decision-making institution. At the annual general meeting, the board of directors and the auditors are elected, the accounting records are confirmed, possible distributions and other allocations of profits are determined, and decisions are made regarding freedom from liability for the board of directors.
The annual general meeting is to be held within six months after the end of the fiscal year. Shareholders who are registered in the company's stock register, which is maintained by Euroclear AB, five week day's prior to the day of the annual general meeting, and who registered their participation, are entitled to participate in the annual general meeting.
The annual general meeting is announced in advance, six weeks at the earliest and four weeks at the latest, through an advertisement in the Post and Domestic Newspaper (Post- och Inrikes Tidningar). There will also be a notice in the Dagens Industri newspaper that a summon has been made.
Minutes from previous meetings (in Swedish)
2011 2010
2009
2008
2007
2006
Annual General Meeting 2012
The Annual General Meeting will be held on April 26, 2012 in Helsingborg. The notice will be published in March 2012.
Shareholders who wish to have a matter dealt with at the Annual General Meeting shall submit the request to the Board of Directors. The matter will be dealt with at the Meeting if the request has reached the Board of Directors no later than March 8, 2012.
The request shall be addressed to the Board of Directors but be sent to:
ReadSoft AB
Att: Lars Hörberg
S Kyrkogatan 4
SE-25252 Helsingborg
Sweden
In 2010, the Board of Directors made resolutions concerning the company’s strategy, organizational issues, focus, guidelines and instructions. The Board monitors the work of the President through continuous follow-up of the operations during the year and is responsible for ensuring that the company’s organization, management and guidelines for administration are prepared in an appropriate manner and that an adequate internal control is in place.
In addition to applicable legislation, the listing agreement and the Code, the work of the Board is governed by a formal work plan that is established annually. Among other guidelines, the work plan stipulates the decisions to be made by the Board and determines how the work of the Board shall be conducted. The work plan also stipulates the division of duties between the Board and the President.
The work of the Board follows an annual plan with a fixed agenda for each meeting. The President and company employees participate in the Board meetings, providing reports and taking minutes.
The Chairman of the Board leads the Board’s work and ensures that the Board fulfills its duties. The Chairman is also responsible for informing Board members of everything they need to know to be able to complete their work. In addition, the Chairman represents ReadSoft in matters of ownership.
The Board held eight meetings in 2010. At two of these meetings the Board convened with the auditors.
The Articles of Association stipulate that the Board of Directors shall comprise not fewer than three and not more than seven members. The Board is elected by the Annual General Meeting and, in 2010, comprised Göran E Larsson, Lennart Pihl, Anna Söderblom, Lars Appelstål and Peter Gille. The present board of directors (elected by the Annual General Meeting in 2011) consists of Göran E. Larsson (chairman), Jan Andersson, Lars Appelstål, Lennart Pihl, Anna Söderblom, Håkan Valberg, Peter Gille.
Six of seven Board members own ReadSoft shares. At May 31, 2011, the total shareholdings of the Board were 1,193,580 Series A shares and 7,137,890 Series B shares, corresponding to 42.7 percent of the voting rights and 25.6 percent of the capital. The Nomination Committee believes that the Board fulfills the established standards for the Board to effectively and independently manage ReadSoft’s business. There is a high level of expertise and a majority of the elected Board members are independent in relation to the company, its management and principal owners.
Evaluation of the Board’s work
Through the agency of the Chairman, all Board members were given the opportunity to evaluate the Board’s work during 2010. The Board has studied and discussed the collated results of the evaluation.
Internal control and risk management
The aim of the company’s system for internal control and risk management is to achieve a high level of reliability in all external financial reporting and to ensure that the company’s financial reports are prepared in accordance with legislation, generally accepted accounting principles in Sweden and other requirements for listed companies. The following are the key components of the company’s system for internal control and risk management:
- Establishing, on an annual basis, the reporting structure and reporting instructions for all companies in the ReadSoft Group that stipulate that the companies must conduct a financial report on a monthly basis in accordance with legal requirements and the company’s financial manual. This report forms the basis of the Group’s consolidated reporting.
- The local finance organizations are responsible for ensuring that the companies’ reports are prepared in accordance with all legal requirements and established instructions. Control of the subsidiaries’ financial reports is executed by the Group controller function. A consolidated financial report is presented to Group management and the Board of Directors on a monthly basis. Group management and the Board work continuously to assure the quality of the financial reporting received.
- Senior executives in the Parent Company are represented on the boards of directors of the Group’s legal subsidiaries. The boards are operational. Such organizations establish the necessary prerequisites to ensure that decisions made at the Parent Company levels are applied without deviation and in a timely manner throughout the operation.
- The distribution of responsibility and right of decision stipulated in job descriptions, authorization instructions and policies are continuously followed up and updated when necessary.
- As in the Parent Company, work plans for the boards and instructions to the presidents of the Group’s subsidiaries are established annually. This documentation regulates such issues as responsibility and right of decision.
- Joint IT-based business systems are implemented for the purpose of increasing the speed at which financial information is prepared and improving access to this information within the company.
- Group-wide documentation is prepared for use in sales and delivery processes with counterparties. The principal risks associated with the operation are described here
President
The President takes care of operational management and is responsible for the accounts as per the Swedish Companies Act. He is also responsible for the execution of the decisions made by the Board. The President shall also provide the Board with the fundamental materials required to make decisions, present matters and explain his proposals to the Board. Together with corporate management, which consists of nine people, the President shall make decisions concerning matters of strategy. The responsibilities and authority of the President and the allocation of work between the President and the Board are contained in special instructions.
Auditors
External auditors are elected by the Annual General Meeting. Öhrlings Pricewaterhouse- Coopers AB is the auditor of the company up to and including the annual shareholders meeting 2012. The auditor-in-charge is Mikael Eriksson and the assisting auditor is Eric Salander. Neither of the auditors has auditing assignments in other company that constitute a conflict of interest with their assignment for ReadSoft.
Audit committee
Each year, the Board of Directors appoints an Audit Committee following the Annual General Meeting.
The Code stipulates that the Audit Committee shall comprise not less than three Board members. ReadSoft’s Audit Committee comprises two members, which the Board deems warranted in consideration of the Company’s size and structure.
The current Audit Committee comprises Göran E Larsson and Lennart Pihl. The Committee is responsible for addressing issues concerning the procurement of auditing services and audit fees, monitoring the work of the company’s auditors, the company’s internal control systems, current risk scenario and financial information, and handling other issues assigned to the Committee by the Board. The Audit Committee convened once in 2010.
Internal auditing
The Board of Directors has evaluated whether a special review function (internal auditing) should be established. Following this evaluation, the Board deemed the establishment of a special review function unnecessary, taking into account such considerations as the size and risk scenario of the company and the working boards of the Group’s market companies.
Nomination committee
Following decision at the Annual General Meeting 2011, a Nomination Committee has been established.
The Nomination Committee consists of Jan Andersson, Lars Appelstål, Hans Forssman, representative of Skandia Life Insurance Company, Jonas Fredriksson, representative of E Öhman Jr Fonder AB and Göran E. Larsson, Chairman of the Board of Directors of ReadSoft. Read the Proposals of the Nominations Committee
Shareholders who wish to submit a recommendation to the Nomination Committee may send the recommendation to Göran E Larsson at the following address:
Email:
gla@eddaconsult.se
For additional information, please contact:
Göran E. Larsson, Chairman of the Board
Phone: +46 705 65 68 69
Lars Hörberg, Legal Counsel
Phone: +46 708 37 66 53
Email:
lars.hoerberg@readsoft.com
Johan Holmqvist, Vice President, Corporate Communications
Phone: +46 708 37 66 77
Email:
johan.holmqvist@readsoft.com Remuneration committee
Each year, the Board of Directors appoints a Remuneration Committee following the Annual General Meeting. The current Remuneration Committee comprises Göran E Larsson and Håkan Valberg. The Remuneration Committee is responsible for issues concerning compensation and other terms of employment for ReadSoft’s management. In 2010, the Committee held two meetings. The Remuneration Committee prepares and submits supporting documentation for decisions to the Board.
ReadSoft CEO convertible program 2011/2015
The extraordinary meeting on October 25, 2011 decided to implement an incentive program for the CEO Per Åkerberg (CEO) based on issuing convertible shares. The company has issued 400,000 convertible shares which have been signed by CEO. All convertible shares have a term from 12 December 2011 to 11 June 2015, with the right of conversion as of 12 December 2014 up to and including 27 May 2015. The conversion rate is fixed at SEK 22,50 per convertible share. Each convertible share can be converted to a series B share in the company.
Upon full conversion, the company's share capital will increase by SEK 40,000 by issuing 400,000 shares, each with a quota value of ten cents (öre). This corresponds, excluding previous programs, to a dilution of approximately 1,2% of share capital of 0.9% of the number of votes.