Corporate governance deals with how a company should be run so that the interests of its owners are safeguarded. The overall goal is to increase shareholder value and thus meet the owners’ requirements for their invested capital.
Transtema Group AB (publ.) (“Transtema”) is a public company based in Gothenburg, Sweden. The Swedish Companies Act, the Swedish Code of Corporate Governance, and the Nasdaq OMX Stockholm Rules for Issuers form the basis for the company’s governance. The company’s internal governance framework consists of the Articles of Association, the Rules of Procedure of the Board, the CEO Instructions, as well as policies and associated guidelines.
Transtema’s CEO is responsible for the company’s day-to-day management in accordance with the Board’s guidelines and instructions. In dialogue with the Chairman of the Board, the CEO also compiles the agenda for the board meetings and is responsible for preparing information and decision support for these meetings. Furthermore, the CEO is responsible for ensuring that the members of the Board receive information on Transtema’s development so they can make well-informed decisions.
The overall aim of corporate governance is to ensure the Group’s commitments to all its stakeholders, such as shareholders, customers, suppliers, creditors, employees, and society at large. The term “Corporate Governance” usually refers to the rules and structures that are established to manage and control a public limited company in an efficient and systematic way. Transtema applies the Swedish Code of Corporate Governance.
According to the instructions for the Nomination Committee adopted at the 2021 Annual General Meeting, the Nomination Committee shall consist of four members. The members of the Nomination Committee shall be appointed by the four largest shareholders in the company based on ownership information in the register of Euroclear Sweden AB as of the last trading day in September.
If any shareholder decides not to appoint a member, the right to do so shall pass to the shareholder with the next-highest number of votes.
The Chairman of the Nomination Committee shall be the largest shareholder in terms of votes at the time of the Nomination Committee’s appointment and may not be the Chairman of the Board or another director.
If a shareholder who has appointed a member to the Nomination Committee is no longer one of the four largest shareholders of the company three months before the Annual General Meeting, such member shall resign from the Nomination Committee and be replaced by a member appointed by the shareholder who is then one of the four largest shareholders.
If a member of the Nomination Committee resigns before the Nomination Committee’s assignment is completed, the shareholder has the right to appoint a new member.
The Chairman of the Board shall convene the first meeting of the Nomination Committee.
The composition and contact details of the Nomination Committee shall be published on the company’s website no later than six months before the meeting. Changes in the composition of the Nomination Committee shall be announced immediately.
A majority of the members shall be independent of the company and its management. At least one member shall be independent of the largest shareholder or group of shareholders in terms of voting rights who cooperate in the company’s management.
No remuneration shall be paid to the members of the Nomination Committee. The company shall reimburse the reasonable expenses that the members of the Nomination Committee may incur in carrying out their tasks.
Shareholders who wish to submit proposals to the Nomination Committee may do so by e-mail: valberedning@transtema.com.
To get in touch with the Nomination Committee, please contact:
Magnus Johansson, Chairman of the Board, magnus.johansson@transtema.com
From press release 2023-11-01
Nomination Committee appointed in Transtema Group AB (publ) for the Annual General Meeting 2023
The Nomination Committee of Transtema Group AB (publ) (“Transtema”) has been appointed under the guidelines adopted at the Annual General Meeting on 4 May 2023.
The Nomination Committee includes:
The Nomination Committee has appointed Per Mellberg as its Chairman.
The Nomination Committee consists of shareholder representatives accounting for approximately 44% of the votes and capital in Transtema. The Nomination Committee’s proposals will be presented in the 2023 Annual General Meeting notice and on Transtema’s website, www.transtema.com.
The Nomination Committee’s tasks are to prepare and submit proposals for the Annual General Meeting 2024 regarding the election of the Chairman and other members of the Board, remuneration to the Board and for committee work, election and compensation of the auditor, election of Chairman of the Annual General Meeting and, where appropriate, changes to the instructions for the Nomination Committee.
The Annual General Meeting of Transtema will be held on 7 May 2024. Shareholders wishing to submit a proposal to the Nomination Committee may do so by e-mail to valberedning@transtema.com, or by letter to the address: Transtema Group AB (publ), Flöjelbergsgatan 12, 431 37 Mölndal, Sweden, no later than 31 January 2024.
Shareholders wishing to submit a matter for consideration at the 2024 Annual General Meeting shall submit such proposal to the Board by e-mail to anmalan@transtema.com or by letter to the address: Transtema Group AB (publ), Flöjelbergsgatan 12, 431 37 Mölndal, Sweden, no later than 15 March 2024 in order for the proposal to be included in the 2024 Annual General Meeting notice.
For further information, please contact:
The Board has established a special Audit Committee. At least one director shall have accounting or auditing skills. Committee members may not be employees of Transtema. The majority of the Committee’s members shall be independent of Transtema and its management. At least one member independent of Transtema and its management shall also be independent of Transtema’s major shareholders. The Committee shall appoint one of the members to be its Chairman.
The Audit Committee consists of the following board members: Linus Brandt (Chairman) and Ingrid Stenmark.
The objective of the Audit Committee is to improve the quality of the Group’s accounting, external reporting, and auditing, as well as to strengthen the contact between Transtema’s Board and its auditor. In addition, the Audit Committee shall work to improve the quality and strengthen the supervision and control of Transtema’s financial risk exposure and risk management.
The Board of Transtema Group AB (publ) has on 5 May 2022 at its inaugural meeting adopted the Rules of Procedure below for the Remuneration Committee.
The objective of the Remuneration Committee is to ensure a comprehensive, thorough, and well-founded remuneration model for the Company’s employees that contributes to the Company’s business strategy, long-term interests, and sustainability, with a focus on the remuneration for the CEO and other senior executives.
The Remuneration Committee shall, acting on instructions from the Board:
The Remuneration Committee consists of the following board members: Liselotte Hägertz Engstam (Chairwoman), Magnus Johansson and Anna Honnér.