Corporate Governance at Paynova
The governance of Paynova is via the Annual General Meeting, the Board and the CEO in accordance with Swedish law. Governance is also via the Articles of Association, the Listing Agreement and internal rules and regulations.
Annual General Meeting
Paynova is a Swedish public limited company that is regulated by the Swedish Companies' Act and the company's Articles of Association. According to the Companies' Act the Annual General Meeting is the company's highest decision-making body, where the shareholders exercise their influence. Shareholders who are registered in the register of shareholders at VPC and who register their attendance with the company in accordance with issued invitations are entitled to attend the Annual General Meeting. The 2009 Annual General Meeting took place on the 14th of May.Auditors
The company's auditors are appointed by the Annual General Meeting, on the recommendation of the nomination committee and the audit committee, for a period of four years. At the 2005 Annual General Meeting, PricewaterhouseCoopers, with principal auditor Peter Bladh, were appointed as auditors for the period up to and including the 2009 Annual General Meeting. Fees have been paid to PricewaterhouseCoopers for our financial year 2008 amounting to KSEK 1,096, of which KSEK 421 related to the audit and KSEK 675 related to other services.Formal Work Plan and Committees
The board has established a formal work plan. In accordance with this plan, the board will meet at least six times a year. The formal work plan includes a description of the board's obligations and regulations concerning the execution of the board's meeting, as well as instructions to the CEO regulating his responsibilities and powers at Paynova. At the 2006 Annual General Meeting it was decided to replace the Nomination Committee with an election committee in line with practical requirements and applicable parts of the corporate governance code.Special working instructions have been determined for the audit committee and the remuneration committee, each of which comprise two board members: Bengt Holmqvist and Ulf Risberg, and Dan Blomberg and Lars Guldstrand respectively.The Swedish Corporate Governance Board introduced a new, revised Swedish code of corporate governance in May 2008. The revised code applies to all companies on NASDAQ OMX and NGM Equity from 1 July 2008 onwards. Paynova intends to apply the revised code from 1 July 2008.
The board's work during 2008
During 2008, the board has held a total of 25 minuted board meetings. At these meetings, the board dealt with the regular items that occur at each board meeting, such as approval of minutes from the previous meeting, business situation, financial reporting and investments. In addition, some board meetings dealt with issues concerning future strategies and financing of Paynova.Articles of Association
§ 1 Company name
The name of the company is Paynova AB (publ). The company shall be a public limited company.
§ 2 Registered office
The board has its registered office in municipality 80, Stockholm.
§ 3 Activities
The company shall carry out development of Internet-based systems and applications for electronic trade, and offer services for payments and other transfers over the Internet, as well as engage in activities compatible with this.
§ 4 Share capital
The share capital constitutes a minimum of SEK 4,000,000 and a maximum of SEK 16,000,000.
§ 5 Number of shares
The number of shares shall be not fewer than 40,000,000 and not more than 160,000,000.
§ 6 Board and auditors
The board shall consist of at least three and at most ten members, with up to two deputies.
The company shall have one or two auditors, with or without deputy auditors, or one or two registered public accounting firms.
§ 7 Summons
Shareholders shall be summoned to meetings by means of advertisements in the Swedish Official Gazette and in Svenska Dagbladet.
Any summons to general meetings and to extraordinary general meetings, where changes to the articles of association will be dealt with, shall be sent out no more than six weeks and no less than four weeks prior to the meeting. Any summons to any other extraordinary general meeting shall be sent out no more than six weeks and no less than two weeks prior to the meeting.
§ 8 Annual General Meeting
The following items shall be addressed at the Annual General Meeting.
1. Election of a chairman for the meeting
2. Establishment and approval of voting list
3. Approval of the agenda
4. Election of one or two minutes-checkers
5. Checking whether the meeting has been duly convened
6. Submission of the annual accounts and audit report and, where relevant, the consolidated annual accounts and consolidated audit report
7. Decisions
A) on adopting the profit and loss statement and balance sheet and, where relevant, the consolidated profit and loss statement and consolidated balance sheet
B) on allocations concerning the company's profit or loss as per the adopted balance sheet
C) on discharging the board members and CEO of liability
8. Confirmation of the number of board members and deputies and, where relevant, auditors and deputy auditors
9. Determining the fees for the board and auditors
10. Election of board members and deputies and, where relevant, auditors and deputy auditors or a registered public accounting firm
11. Any other business concerning the meeting in accordance with the Swedish Companies' Act or the articles of association.
§ 9 Financial year
The financial year is 1 January - 31 December.
§ 10 Attending meetings
In order to be able to attend a meeting, shareholders must register themselves and the number of attending assistants with the company by 16.00 on the day stated in the summons to the meeting. This day may not be a Sunday, a public holiday, a Saturday, Midsummer Eve, Christmas Eve or New Year's Eve, and must not fall earlier than five working days prior to the meeting. Representatives do not need to register the number of attending assistants.
§ 11 Record day provision
The company's shares shall be registered in a record day register in accordance with the Swedish Act on Account Management of Securities (1998:1479).
These articles of association have been adopted by the Annual General Meeting 14th of May 2009.
Annual General Meeting
The Paynova Annual General Meeting was arranged on the 14th of May 2009.Election committee
Prior to the 2010 Annual General Meeting, the members of the election committee are Harald Emgård, Jörgen Durban, Thore Nydahl, Kjell-Åke Sundqvist and Lasse Kärkkäinen.
Shareholders may submit proposals and viewpoints to members of the election committee:
Harald Emgård:
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Jörgen Durban:
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Thore Nydahl:
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Kjell-Åke Sundqvist:
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Lasse Kärkkäinen:
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Work of the election committee
The rules decided for the election committee are that after the end of the fourth quarter, the chairman of the board should convene a meeting with the five largest shareholders in the company based on the known number of votes for identifiable shareholders at that time, who will then each appoint one member to the election committee. If any of the five shareholders relinquishes the right to appoint a member to the election committee, the next largest shareholder by size shall be given the opportunity to appoint a member to the election committee. The election committee shall be chaired by one of these members. If any of these members should sell a considerable part of their holding and cease to be a major shareholder entitled to appoint a member to the election committee, the shareholder's member should step down from the election committee. The chairman of the board shall report to the election committee on aspects of the board's work which may be of importance to the election committee's work, including for example an evaluation of the board's work, as well as requirements and particular expertise to be represented by the board members. Information on the composition of the election committee will be published on the company's website as soon as possible and individual shareholders will be able to propose board members for the election committee for further evaluation within the framework of its work. The election committee shall draw up proposals relating to the issues listed below for presentation to the Annual General Meeting for approval:
- proposals regarding chairman for the Annual General Meeting,
- proposals regarding number of board members,
- proposals regarding members of the board,
- proposals regarding chairman of the board,
- proposals regarding election of auditors (where applicable),
- proposals regarding fees for the chairman of the board, other board members and auditors, and
- proposals regarding remuneration for committee work or for special work by board members in addition to that included in the board fee.
