Articles of Association
Legislation and Articles of Association
First and foremost, Cherry AB (Publ) is responsible for applying the Swedish Companies Act and the regulations governing the listing of its shares on AktieTorget. At the same time, Cherry must also comply with its own Articles of Association. Cherry is currently implementing the Swedish Code of Corporate Governance.
Annual General Meeting
Notification of the annual general meeting is issued no earlier than six weeks and no later than four weeks before the meeting. The notification contains information about registration, the right to participate in and vote at the meeting, a numbered agenda of the business to be discussed, information on the proposed dividend and the main content of other proposals. Shareholders or proxies may vote for the full number of shares they hold or represent.
Proposals for business to be considered by the meeting should be addressed to the Board of Directors and be submitted in good time before the notification of the meeting is issued. Minutes from the annual general meeting are sent to shareholders upon request and are also published on the corporate webpage.
The nomination committee should consist of one representative from each of the three largest shareholders. Other than that, the chairman of the board should also be a member of the nomination committee. The chairman of the board should summon to the first nomination committee meeting. The names of the three owner representatives and the name of the shareholders they represent shall be published at least six months before the AGM and should be based on the known number of votes as of 30 September the previous year. The Nomination Committee for 2017 was presented through a press release and at the corporate webpage the 8 of November 2016.
Board of Directors
Board members are elected annually by the annual general meeting for the period until the next AGM. There are no rules governing the length of time a member may serve on the board.
The Chief Executive Officer is the board’s rapporteur. Salaried employees of the company may participate in board meetings as secretary and rapporteur in special matters. The secretary of the board is the company’s CFO.
The board’s work follows a plan that ensures it receives all necessary information. The company’s auditors report to the board on their findings from auditing the final accounts and their evaluation of the company’s internal procedures and control.
The board has adopted written rules of procedure and issued written instructions on both the division of work between the Board of Directors and the Chief Executive Officer, and which information the board should regularly receive.
In May 2013, it was decided that an audit committee should be established consisting of Rolf Åkerlind (Chairman) and Gunnar Lind. The CEO Fredrik Burvall and CFO Alexander Pettersson are co-opted members of the committee.
The audit committee should be responsible for the monitoring and quality assurance of the company´s financial reports. With regard to the financial report, the audit committee is monitoring the efficiency of the company’s internal control and risk management.
In May 2012, it was decided that a remuneration committee should be established consisting of all board members. The chairman of the board is the chairman of the committee. All members were independent of the company, except Morten Klein.
The board has delegated operational responsibility for administration of the parent company and group to the CEO and group president.
Swedish fully-owned subsidiaries normally only have a formal employee board consisting of the CEO, CFO and/or the business unit director. The business unit directors report directly to the CEO and group president. For each business unit, director instructions have been drawn up which are transparent with the CEO instructions.
Foreign or not fully-owned companies within the group normally has its own autonomous board. The parent company’s representatives in these boards are normally members from the group’s management team and/or other persons with the suitable competence. The CEO of those companies normally report to their respective boards.
The Group Management Team consists of the CEO and Group President, CFO, Head of Investor Relations & Communication, Head of Business Development & Partnership, CEO Cherry iGaming, CEO XCaliber, CEO Game Lounge, CEO Yggdrasil Gaming, CEO Cherry Spelglädje and deputy CEO Cherry Spelglädje.
Remuneration to the Board of Directors, CEO and other senior executives during the year is presented in the annual report.
During the 2015 annual general meeting, PwC was elected as auditing firm. The present auditor is Aleksander Lyckow. The annual accounts and financial statements are audited during January and February. A review report is also conducted in conjunction with the mid-year interim report or the Q3 report. Internal procedures and control systems are also regularly reviewed throughout the year and are reported to the CFO and Group management.
Cherry keeps its shareholders informed by means of its annual report, end-of-year report, interim reports, press releases and the company’s website.