The objective of corporate governance is to provide LeoVegas and its owners with systems and structures for effective management and control in combination with adequate transparency, clarity and proper business ethics.
BOARD OF DIRECTORS
Click the link to read about the Board of Directors of LeoVegas Mobile Gaming Group.Board of Directors
Board of Directors work
The Board of Directors (BoD) is the Company’s second highest decision-making body, after the Annual General Meeting (AGM). The board of directors’ responsibilities are regulated in the Swedish Companies Act, the company’s articles of association and the Swedish Corporate Governance Code.
The BoD is the Company’s second highest decision-making body, after the AGM. The board of directors’ responsibilities are regulated in the Swedish Companies Act, the company’s articles of association and the Swedish Corporate Governance Code.
In addition, the Board’s work is governed by the BoD rules of procedure. The rules of procedure regulates the work and responsibilities between the Board members, Chairman and Group CEO, and contains routines for financial reporting to the Group CEO.
The BoD also provide instructions for the board committees. The duties of the board of directors include establishing strategies, business plans, goals and budgets, approve interim and year-end reports and adopt policies and guidelines.
The board of directors also monitors the financial development, ensures a high quality in the financial reporting and control functions as well as evaluate the company’s business based on the goals and guidelines adopted by the BoD. Finally, the board of directors also decides on larger investments and on organisational and operational changes within the company.
The chairman of the board and Group CEO oversee the company’s development and prepare and lead the board meetings. The chairman of the board is also responsible for the board of directors’ annual evaluation of its work and for ensuring that the board of directors has enough information in order to perform its obligations efficiently.
The Board of LeoVegas has two committees;
– The Audit Committee, consisting of Fredrik Rûdén, Mathias Hallberg, Carl Larsson and Hélène Westholm. Fredrik Rûdén is chairman of the Audit committee.
– The Remuneration committee, consisting of Per Norman, Anna Frick and Torsten Söderberg. Per Norman is Chairman of the remuneration committee.
ANNUAL GENERAL MEETINGS
The Annual general Meeting is the highest decision-making body in the company. At the general meeting all shareholders are given the opportunity to utilize their influence over the company in accordance with their respective shareholdings.
The AGM appoints the board of directors and auditors, and decides on, among other things, discharge from liability for the board members, changes in the articles of association and changes in the share capital.
All shareholders who have been entered into the share register held by Euroclear Sweden AB at least five business days (Saturdays included) before the general meeting, and who have notified the company about their intention to participate by no later than the date specified on the notice to the general meeting, are entitled to participate and to vote for their shares at the general meeting.
“annual general meeting will be within 6 months after the end of the financial year”
In addition to notifying the company about its participation, a shareholder who has his or her shares registered through a bank or securities institution must, through assistance by the trustee, temporarily have the shares registered in his or her own name at Euroclear Sweden AB in order to participate at the general meeting. Shareholders should inform the trustee of this matter well in advance of the record date.
Shareholders who wish to have a specific topic discussed at the Annual General Meeting must send a written request to the Board no later than seven weeks before the meeting. Please contact Investor Relations for such matters at firstname.lastname@example.org.
AGM 2021. 11 May
The Company is mindful of the health and well-being of its shareholders and employees. It´s important for the Company to take a social responsibility and contribute to reduce the risk of transmission of the Covid-19. Due to the extraordinary situation the Annual General Meeting will be carried out through advance voting (postal voting) pursuant to temporary legislation. Thus, it will not be possible to attend in person or through proxy at the annual general meeting. How to register and vote is described in the notice.
- Announcement from the AGM
- Items 1, 8-11 The Nomination committees full proposal
- Item 12 Board of Directors’ proposal for warrant programme 2021/2024
- Item 13 The Board of Directors proposal for resolution authorising repurchase and transfer of own shares
- Item 14 The Board Of Directors Proposal For Resolution Authorising On New Issue Of Shares
AGM 2020, 8 May
- Items 1 and 10-13: The Nomination Committee’s full proposal
- Item 14 - Guidelines for remuneration to senior executives
- Item 15 - Board of Directors’ proposal for resolution regarding warrant programme through issuance of warrants 2020/2023
- Item 16 - The board of directors proposal for resolution authorising repurchase and transfer of own shares
- Item 17 - The board of directors proposal for resolution authorising on new issue of shares
EGM 2019, 28 August
AGM 2019, 29 May
- Board of Directors proposal for resolution regarding warrant programme through issuance of warrants 2019/2022
- Evaluation of remuneration to the CEO and other senior executives in accordance with the Swedish Corporate Governance Code, 9.1 and 10.3
- The nomination committees motivated opinion regarding proposed board of directors for the annual general meeting on 29 May 2019 of LeoVegas AB (publ)
AGM 2018, 29 May
EGM 2017, 23 August
AGM 2017, 17 May
AGM 2016, 26 May
At the LeoVegas Annual General Meeting on May 29th, 2019 the authorized public accounting firm PricewaterhouseCoopers AB was re-elected as auditor until the Annual General Meeting 2020. The auditor in charge is the authorized accountant Alexander Lyckow. Alexander Lyckow is a member of FAR.
ARTICLES OF ASSOCIATIONS
Articles of Association for LeoVegas AB (publ) Reg. no. 556830-4033. Adopted at the extra general meeting 4 February 2016. The complete article of association can be downloaded below.
CORPORATE GOVERNANCE REPORTS
The Remuneration Committee shall propose the Board’s recommendation for the remuneration of the Group CEO and other executives in the company’s top management.
At LeoVegas Mobile Gaming Group, remuneration decisions must always be approved by the manager’s superior.
Remuneration is to be market-based and competitive, in order to be able to attract and retain competent employees.
The company has three, on-going, share-based incentive programmes based on warrants. The aim of the programmes is to create conditions to retain and increase motivation of senior executives, other employees and other persons in the company and Group. The Board of Directors believes that it is in the interest of all shareholders that senior executives, other employees and key persons have a long- term interest in good growth in the value of the company’s shares. A long-term owner engagement is expected to stimulate greater interest in the business and its earnings performance overall and stimulate greater motivation among the participants, and aims to achieve a greater foundation for shared interests between the programmes’ participants and the company’s shareholders.
Program 1 – 2018/2021:
Program 2 – 2019/2022:
Program 3 – 2020/2023:
According to the Code, companies whose shares are admitted to trading on a regulated market shall appoint a Nomination Committee.
The Nomination Committee has the assignment of submitting proposals for the Chairman and other Board members, fees and other remuneration to the board members, election and remuneration of the auditor, and to evaluate the boards work. The Nomination Committee’s proposals are presented in the notice to attend the Annual General Meeting. LeoVegas Nomination Committee shall consist of five members, four of whom shall be representatives of the largest shareholders and the fifth shall be the Chairman.
The Chairman elects the members of the Nomination Committee as soon as possible after the end of the third quarter by contacting the four largest shareholders. The shareholders then appoint one member of the committee. The members of the nomination committee are announced in a press release as soon as the members have been appointed, but not later than six months before the AGM.
Nomination Committee for Annual General Meeting 2021
A Nomination Committee, consisting of representatives of the largest shareholders, has been formed in accordance with LeoVegas guidelines. The Nomination Committee consists of:
- Anders Fast, utsedd av Gustaf Hagman
- Malcolm Lilliehöök, representing Torsten Söderberg
- Pontus Hagnö
- Robin Ramm-Ericson
- Per Norman, Chairman of the Board
Shareholders who wish to submit proposals to the nomination committee may submit their proposal to email@example.com. In order for the nomination committee to take into account a proposal, the proposal must be submitted in good time before the Annual General Meeting, but no later than 1 February prior the AGM.
The Nomination Committee’s proposal will be presented in the notice convening the Annual General Meeting and on this website.
Principles for the nomination committee
TRANSACTIONS MADE BY PDMR
Transactions made by persons with discharging managerial Responsibilities can be found on the FSA:s website.Link to FSA:s website