Corporate governance

The governance of Kindred Group plc is based on the Swedish Code of Corporate Governance, the regulatory system of Nasdaq Stockholm and the Maltese Companies Act, as well as other relevant Maltese laws and regulations. Kindred Group plc applies a transparent and structured internal and external reporting policy.

The Group has three decision-making bodies in a hierarchical relationship with one another: the Shareholders’ meeting, the Board of Directors and the Chief Executive Officer (CEO).

The Shareholders’ meeting is the Group’s highest decision-making body and a forum for shareholders to exercise influence. The Shareholders’ meeting can decide on any Group issue which does not expressly fall within the exclusive competence of another corporate body. In other words, the Shareholders’ meeting has a sovereign role over the Board of Directors and the Chief Executive Officer.

According to the Swedish Corporate Governance Code, the control body is the statutory auditor, which is appointed by the Shareholders’ meeting.

Each shareholder has the right to participate in the Shareholders’ meeting and to vote according to the number of shares owned. Shareholders who are not able to attend in person can exercise their rights by proxy.

The principal tasks of the Nomination Committee are to propose decisions to the Shareholders’ meeting on election and remuneration issues concerning the Board of Directors and procedural issues for the appointment of the following year’s Nomination Committee.

Regardless of how they are appointed, members of the Nomination Committee are to promote the interests of all shareholders. Members are not to reveal the content and details of nomination discussions.

Regular and systematic evaluation forms the basis for assessment of the performance of the Board, the Chief Executive Officer and the continuous development of their work.

Kindred Group plc is incorporated and registered in Malta and listed on the Nasdaq Stockholm stock exchange. Therefore, Kindred Group plc applies the principles of the Swedish Corporate Governance Code (the ‘Code’). In line with the recommendations provided by the Code, the Board of Directors is responsible for the overall strategy and direction of the Group. The Board is also responsible for the Group’s organisation and the management of the Group’s business, including satisfactory control of the Group’s financial position and risks. The Code requires the majority of Board members to be independent. In this regard, Kindred Group’s Board is entirely composed of independent non-executive Directors.

The Remuneration Committee considers and evaluates remuneration arrangements for senior managers and other key employees and makes recommendations to the Board.

The Audit Committee advises and makes recommendations to the Board on matters including financial reporting, internal controls, risk management and the appointment of statutory auditors. The role of the Committee is set out in its written terms of reference.

The Chief Executive Officer is responsible for the Group’s day-to-day management together with the Executive Committee. The Executive Committee contributes to reviewing, identifying, evaluating and managing the significant risks applicable to the various areas of the Group’s business and consists of the CEO and eight senior officers, of whom one is a woman.

The Group’s statutory auditor is appointed by the Shareholders’ meeting to audit the Group’s annual accounts and accounting practices. The statutory auditor presents its annual audit report to the Audit Committee and the Board, as well as to the shareholders at the Annual General Meeting.


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