Governance structure

Introduction to governance

The Shareholders’ meeting is the Group’s highest decision-making body and a forum for shareholders to exercise influence. The Shareholders’ meeting can decide on any Group issue which does not expressly fall within the exclusive competence of another corporate body. In other words, the Shareholders’ meeting has a sovereign role over the Board of Directors and the Chief Executive Officer.

According to the Swedish Corporate Governance Code, the control body is the statutory auditor, which is appointed by the Shareholders’ meeting.

Each shareholder has the right to participate in the Shareholders’ meeting and to vote according to the number of shares owned. Shareholders who are not able to attend in person can exercise their rights by proxy.

The principal tasks of the Nomination Committee are to propose decisions to the Shareholders’ meeting on election and remuneration issues and procedural issues for the appointment of the following year’s Nomination Committee.

Regardless of how they are appointed, members of the Nomination Committee are to promote the interests of all shareholders. Members are not to reveal the content and details of nominations discussions.

Regular and systematic evaluation forms the basis for assessment of the performance of the Board and the Chief Executive Officer and for the continuous development of their work.

Kindred Group plc is incorporated and registered in Malta but listed on Nasdaq Stockholm and therefore has decided to apply the principles of the Swedish Corporate Governance Code. This Code states that a majority of the members of the Board are to be independent of the Group and its management. The Kindred Group’s Board of Directors is composed entirely of Non-executive Directors, of which the majority are independent.

The Audit Committee advises and makes recommendations to the Board on matters including financial reporting, internal controls, risk management, and the appointment of statutory auditors. The role of the Committee is set out in its written terms of reference.

The Remuneration Committee considers and evaluates remuneration arrangements for senior managers and other key employees and makes recommendations to the Board.

The Chief Executive Officer is responsible for the Group’s day-to-day management together with the Executive Committee.  The Executive Committee consists of nine senior officers of which two are women.

The Group’s statutory auditor is appointed by the Shareholders’ meeting to examine the Group’s annual accounts and accounting practices. The statutory auditors present their annual audit report to the Audit Committee, as well as to the owners at the Annual General Meeting.

The Group has three decisionmaking bodies in a hierarchical relationship to one another: the Shareholders’ meeting, the Board of Directors and the Chief Executive Officer.