Corporate governance

As a limited company in Sweden, Grängesberg Exploration Holding AB (publ) is regulated in accordance with the provisions of the Swedish Companies Act and the company’s Articles of Association. The Board of Directors is responsible for the control and governance of the company, and the CEO has the day-to-day responsibility. The shareholders exercise control over the company’s administration via resolutions at general meetings.

The company’s Board of Directors sets the standard for the company’s operations. Implicit in this philosophy is the importance of good corporate governance. It is the Board of Directors’ duty to act as a cautious trustee for the shareholders and to monitor the management. In order to fulfil its obligations and execute its duty, the Board of Directors follows the procedures, and norms and guidelines, issued by NGM SME Nordic in Stockholm.

The main objectives of corporate governance are to promote active and responsible ownership, to maintain an open and healthy balance of power between owners, the Board of Directors and management, and to ensure accurate and accessible company information to shareholders, the capital market and society.

Financial and resource reporting

The Board of Directors is responsible for ensuring that the company’s organisation is designed in such a way that the company’s financial conditions can be controlled satisfactorily, and that all financial information, such as interim reports and annual reports, are prepared in accordance with good accounting practice, applicable laws and regulations, and other requirements on listed companies. The company applies the K3 regulatory framework in its reporting.

The company reports its mineral assets and mineral reserves in accordance with JORC code 2012.

Interim reports are prepared by the CEO on behalf of the Board of Directors, which are reviewed by the Board in their entirety. The CEO ensures that reporting in the group’s companies takes place in accordance with laws and ordinances, and that financial management takes place in a satisfactory manner.

The Board of Directors ensures the quality of the financial reporting, and deals not only with the company’s financial reports and important reporting issues, but also matters concerning internal control, regulatory compliance, reliability of reported values, events after the balance sheet date, changes in estimates, assessments, and other conditions that affect the quality of the financial reports.

Risks and risk management

The company works continuously on assessing and evaluating the risks that the group has and may be exposed to.

The CEO and the Board of Directors are responsible for specifying and implementing daily risk management procedures, and ensuring that the risks are taken into account in the group’s strategic planning.

The CEO coordinates the risk management activities and risk reporting.

The company divides its risks into two main categories: financial and operational risks. The risks that Grängesberg Exploration Holding AB has, or may be exposed to, are described in the annual report for 2020, pages 20-21.

The most important aspect of internal control and risk management is exercised by the Board of Directors.

Direct or indirect shareholdings in the company, which represent at least one tenth of the voting rights for all shares in the company

A list of the company’s largest shareholders is available under the heading ‘The Stock’ on the website and is updated regularly.

Annual General Meetings

The Annual General Meeting (AGM) is the company’s highest decision-making body. The AGM elects board members, approves the income statement and balance sheet, decides on the appropriation of profits and discharge of liability for the board members, and approves fees to the board and auditor. The AGM authorises the Board of Directors to make decisions on matters that do not relate to day-to-day operations.

All shares in Grängesberg Exploration Holding AB have the same voting rights, with one vote per share.

All shareholders who are entered in the share register, and who have notified the company of their participation within the time specified in the notice convening the meeting, have the right to participate in the company’s general meetings and vote for their shares. Shareholders may also be represented by a proxy at the meeting. The company is governed by the Annual General Meeting, the Board of Directors, and the CEO in accordance with the rules and ordinances regulated by law or other statutes.

Annual General Meeting, 21 May 2021

The following resolutions were passed at the meeting:

  • Income statements and balance sheets for the parent company and the group for the financial year 2020 were adopted.
  • The AGM resolved that no dividend would be paid. Board members and the CEO were granted discharge from liability for the financial year.
  • The AGM resolved that the Board of Directors would consist of five ordinary members, and to re-elect Per Bergman, Jesper Alm, Per Berglund, Christer Lindqvist and Lars Ransgart as ordinary members. Per Berglund was re-elected Chair of the Board.
  • The AGM resolved to re-elect the authorised public accountant Johan Kaijser as the company’s auditor until the end of the 2022 Annual General Meeting, with the authorised public accountant Sofia Gunnarsson as deputy auditor.
  • The AGM resolved to authorise the Board of Directors to issue new shares, or other financial instruments, on one or more occasions until the next Annual General Meeting.
  • The AGM resolved, in accordance with the main shareholders’ proposal, that fees to the Board members shall be SEK 250 000 to the Chair, SEK 150 000 to the Deputy Chair, and SEK 75 000 to each of the other members elected by the Annual General Meeting who are not employees of the company. In addition, remuneration totalling a maximum of SEK 600 000 may be paid for work performed by a board member for the company in addition to what can be considered attributable to the board duties.
  • The AGM resolved, in accordance with the main shareholders’ proposal, that the company shall have a Nomination Committee, consisting of the Chair of the board and representatives of the three largest owners, to fulfil the tasks that fall on a Nomination Committee in accordance with the Swedish Code of Corporate Governance. The composition of the Nomination Committee shall be published no later than in conjunction with the interim report for the third quarter of 2021.
  • The AGM further resolved, in accordance with the Board’s proposal, to authorise the Board of Directors to, during the period until the next Annual General Meeting, on one or more occasions, with or without preferential rights for shareholders, and within the framework of the limits of the Articles of Association, in force at any given time, for share capital and number of shares, decide on a new issue of shares, and issue of subscription warrants and/or convertibles. The decision may contain provisions that newly issued shares, subscription warrants or convertibles shall be paid as a non-cash contribution, through a set-off or otherwise subscribed with conditions in accordance with chapter 13, section 5, first paragraph, 6; chapter 15, section 5, first paragraph, 6; or chapter 15, section 5, first paragraph, 4, of the Swedish Companies Act.
  • The AGM finally resolved, in accordance with the Board’s proposal, to amend the Articles of Association in a manner that:
    • section 4 be reworded to: the share capital shall be a minimum of SEK 30 000 000, and a maximum of SEK 120 000 000.
    • section 5 be reworded to: the number of shares shall be a minimum of 3 000 000 000, and a maximum of 12 000 000 000.
    • section 12 is introduced as: The Board of Directors may collect proxies in accordance with the procedure specified in chapter 7, section 4, second paragraph, of the Swedish Companies Act (2005:551). Prior to a general meeting, the Board of Directors may decide that the shareholders shall be able to exercise their voting rights by post before the general meeting, in accordance with the procedure specified in chapter 7, section 4a of the Swedish Companies Act (2005:551). The Board of Directors may decide that anyone who is not a shareholder in the company shall, under the terms determined by the Board, have the right to attend or otherwise follow the negotiations at the Annual General Meeting.

The Board of Directors’ and the main shareholders’ complete proposals and other Annual General Meeting documentation are available on the company’s website

Articles of Association

The Articles of Association regulate the company’s operations, share capital, and appointment and dismissal of board members. The Board of Directors shall consist of a minimum of three and a maximum of seven members, with a maximum of five deputies. The Articles of Association also regulate how and within what time period notices of general meetings shall be given.

Board of Directors

The company’s Board of Directors consists of five members. The Board of Directors’ work is led by Chair Per Berglund. Per Bergman, Jesper Alm, Lars Ransgart and Christer Lindqvist are members.

The Board of Directors is elected at the Annual General Meeting for the period until the following Annual General Meeting. The Board of Directors is responsible for the company’s organisation and management. At the statutory Board meeting that follows immediately after the Annual General Meeting, the Board of Directors adopts rules of procedure that further regulate the work and responsibilities that rest with the Chair of the Board. The Chair of the Board leads the work of the Board of Directors, and monitors operations through continuous dialogue with the CEO, who handles the ongoing administration. The division of work between the Board of Directors and the CEO is stated in the CEO’s instructions, which are approved at the statutory Board meeting.

Each year, the Board of Directors shall hold at least six meetings, one statutory and five regular board meetings. The regular meetings shall deal with the CEO’s report on operations and interim reporting.