Corporate governance code
The Swedish Corporate Governance Code (“the Code”) shall be observed by all companies listed on the OMX Nordic Exchange Stockholm with a market value exceeding SEK 3 000 million and Duni has undertaken to observe the Code. The Corporate Governance Code is based on the principle of “comply or explain”, meaning that a company subject to the Corporate Governance Code may deviate from the provisions set forth therein, provided that each such deviation is properly explained. Following the Corporate Governance Code, the Company shall be required to have a Nomination Committee, an Audit Committee, and a Remuneration Committee, among other things. The Code also sets forth composition requirements for these committees.
The Corporate Governance Code also contains rules regarding the Board Members’ independence and requires a majority of the Board Members to be independent from the company and its management. A Board Member is deemed not to be independent in a number of situations, including if the Board Member: (i) is the president of the company or has been president of the company at any time during the last five years; (ii) receives significant remuneration for advice or services rendered in addition to his remuneration; (iii) currently has or during the last year has had substantial business relations with the company or its affiliates; (iv) or has been a Board Member of the company for more than 12 years. At least two of the Board Members who are independent from the company and senior management are also to be independent from all shareholders controlling more than 10% of the shares or votes of the company. Not more than one member of senior management of the company is allowed to also be a Board Member of the company.
Pursuant to the Corporate Governance Code, the Company is obliged to attach a special report, a ”Corporate Governance Report,” to its annual report. Such Corporate Governance Report shall contain a statement that the Corporate Governance Code is being applied and a brief description of how such application has been conducted during the recent fiscal year. In the Corporate Governance Report, Duni shall also indicate in what respects the Corporate Governance Code is not being applied and clearly explain the reasons for such deviation. The report shall also include a statement as to whether or not the auditors have reviewed it.