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Corporate Governance

Hexatronic Group AB (publ) is headquartered in Gothenburg, Sweden, and is the Parent Company of the Hexatronic Group. Hexatronic Group AB is a public company with its shares listed on Nasdaq Stockholm. Hexatronic Group has approximately 40 operational subsidiaries in Europe, North America, Oceania and Asia. For Hexatronic Group, good corporate governance is fundamental.

Corporate Governance at Hexatronic

Hexatronic’s corporate governance practices are based on Swedish legislation, in particular the Swedish Companies Act, the NASDAQ OMX Stockholm AB Rule Book for Issuers and the Swedish Code of Corporate Governance (the “Code”) and other applicable laws, regulations and recommendations, as well as the Articles of Association, internal steering documents and policies.

The Annual General Meeting is Hexatronic’s highest decision-making authority and is the forum where Hexatronic’s shareholders exercise their influence. 

The Nomination Committee shall promote the interest of all shareholders and shall prepare proposals for the Annual General Meeting regarding the Chairman of the Meeting, number of Board members, fees to be paid to each of the Board members, election of Board members and Board Chairman.

The external auditor is appointed by the AGM and audits the Board and the CEO’s administration of the company.

On behalf of Hexatronic’s owners, the Board supervises the management of the company’s affairs. The Board is headed by the Chairman Magnus Nicolin. To further improve the Board’s work, it has established an Audit Committee and a Remuneration Committee. The Board appoints the CEO who is responsible for the day-to-day management of the group. The division of responsibilities between the Board and CEO is specified in the Rules of Procedures and the CEO Instructions that are approved by the Board each year.

Internal policies and instructions constitute important control documents in all parts of the company and clarify responsibilities within areas such as compliance and risk.

The purpose of Hexatronic Group’s corporate governance is to create a good decision making system and a proper distribution of responsibilities between the different company bodies, with the purpose of driving growth and good governance.

Hexatronic's corporate governance model

Hexatronics-corporate-governance-model_AR_23

Audit Committee

The Audit Committee is responsible for drafting the Board’s efforts to quality assure the Company’s financial reporting, internal control and risk management. Moreover, the Audit Committee shall keep itself informed of the audit of the Annual Report and consolidated financial statements, meet the Company’s Auditor on an ongoing basis, scrutinise the Auditor’s impartiality, evaluate the audit assignment, and assist the Nomination Committee in recommending an auditor and his/her remuneration.

The Hexatronic Group Audit Committee is comprised of Helena Holmgren (chair), Jaakko Kivinen and Linda Hernström.

Remuneration Committee

The Remuneration Committee drafts matters relating to remuneration and other employment conditions for the Company’s President and Senior Executives. The Remuneration Committee’s tasks mainly comprise drafting matters relating to remuneration principles, remuneration and other employment conditions for the company management ahead of Board decisions, and monitoring and assessing variable remuneration programmes for the company management, whether these programmes are ongoing or have come to an end in the past year. The Committee shall also monitor and evaluate the application of the guidelines for remuneration to Senior Executives on which the AGM, by law, should decide, as well as applicable remuneration structures and remuneration levels in the Company.

The Hexatronic Group Remuneration Committee is comprised of Magnus Nicolin (chair), Diego Anderson and Åsa Sundberg.

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