Seafire AB (publ) Articles of Association
Here you will find all important information about our articles of association and related documents. Feel free to contact us with any questions.
Auditor of Seafire AB (publ)
The company's auditor is Öhrlings PricewaterhouseCoopers AB, which was elected at the Annual General Meeting on 24 April 2024 for the period until the next Annual General Meeting.
Öhrlings PricewaterhouseCoopers AB is represented by Chartered Accountant Fredrik Göransson
Öhrlings PricewaterhouseCoopers AB has address Masthamnsgatan 1, SE-405 32 Gothenburg
The 2023 Annual General Meeting resolved on the following instructions for appointing the Nomination Committee to apply until further notice.
The Nomination Committee shall consist of the Chairman of the Board and three additional members. The Chairman of the Board shall offer the three largest shareholders in terms of votes, based on Euroclear Sweden AB's list of registered shareholders as of the last business day in September of the current year, the opportunity to appoint each representative to be a member of the Nomination Committee. If any shareholder chooses to waive his right to appoint a member, the largest shareholders who have not appointed a member in turn by size (in terms of voting power) shall be offered to appoint a member to the Nomination Committee until the Nomination Committee consists of three members in addition to the Chairman of the Board of Directors. The composition of the Nomination Committee shall be announced no later than six months before the Annual General Meeting by publication on the company's website. The term of office of the Nomination Committee extends until a new Nomination Committee has been constituted.
The Chairman of the Nomination Committee shall, unless the members agree otherwise, be the member representing the largest shareholder in terms of votes. However, the Chairman of the Board or another member of the Board of Directors of the Company shall not be the Chairman of the Nomination Committee. At least one of the members of the Nomination Committee shall be independent from the largest shareholder in terms of votes in the company or group of shareholders who cooperate in the management of the company. If more than one member of the Board of Directors is included in the Nomination Committee, no more than one of them may be dependent in relation to the company's major shareholders.
Should a shareholder who is represented on the Nomination Committee, after the last business day in September, reduce his ownership so that shareholding would no longer qualify to appoint a member of the Nomination Committee, if the Nomination Committee so decides and provided that this happens no later than three months before the date of the next Annual General Meeting, the member appointed by that shareholder shall be dismissed and the largest shareholders who have not appointed a member in turn by size (in terms of voting power) are offered to appoint a member to the Nomination Committee until that the Nomination Committee consists of three members in addition to the Chairman of the Board.
Shareholders who have appointed a member of the Nomination Committee have the right to replace such a member with another person by notifying without delay the Chairman of the Nomination Committee (or, if the Chairman of the Nomination Committee is to be replaced, the Chairman of the Board of Directors) of this and to notify the person who will replace the replaced member.
If a member leaves the Nomination Committee before a new Nomination Committee has been constituted, he/she shall notify the Chairman of the Nomination Committee (or, if it is the Chairman of the Nomination Committee who leaves the Nomination Committee, the Chairman of the Board). In such a case, the shareholder who appointed the member shall be given the opportunity to appoint a replacement without delay and, if the shareholder does not appoint a replacement, the largest shareholders who have not appointed a member in order of size (in terms of voting power) shall be offered to appoint a member to the Nomination Committee until the Nomination Committee consists of three members in addition to the Chairman of the Board of Directors.
Instructions to the Nomination Committee
The members of the Nomination Committee shall safeguard the interests of all shareholders and shall not unlawfully disclose what has occurred in the Nomination Committee's work. Before accepting the assignment, a member of the nomination committee must carefully consider whether there is a conflict of interest or other circumstances that make it inappropriate to participate in the nomination committee.
The Nomination Committee shall prepare and submit to the Annual General Meeting proposals for:
Chairman of the General Meeting,
the number of members of the Board of Directors,
election of the Chairman of the Board and other members of the Board of Directors,
remuneration to each of the directors and the chairman of the board of directors and remuneration to the members of the company's board committee;
fees to the company's auditor,
proposals for the election of an auditor; and
any changes to the principles governing the appointment of the Nomination Committee and the instructions to the Nomination Committee.
The Nomination Committee's proposal shall be presented in the notice to the general meeting and on the company's website.
The Nomination Committee shall apply paragraph 4.1 of the Swedish Code of Corporate Governance as a diversity policy whereby the Nomination Committee shall take into account that the Board of Directors, taking into account the Company's activities, stage of development and relationship in general, shall have an appropriate composition, characterized by versatility and breadth regarding the competence, experience and background of the members elected by the General Meeting. Furthermore, the Nomination Committee shall work with the goal of achieving an even gender balance in the Board of Directors.
The Nomination Committee shall otherwise fulfil the tasks assigned to a Nomination Committee in accordance with the Swedish Code of Corporate Governance. The members of the Nomination Committee receive no remuneration from the Company for their work on the Nomination Committee. However, at the request of the Nomination Committee, the Company shall provide personnel resources, such as secretarial functions in the Nomination Committee, to facilitate its work. If necessary, the company shall also be able to bear reasonable costs for external consultants deemed necessary by the Nomination Committee in order for the Nomination Committee to fulfil its mandate.
VNomination Committee of Seafire AB for the Annual General Meeting 2025
The Nomination Committee for the Annual General Meeting 2025 consists of:
- Daniel Albin (Chairman of the Nomination Committee), representing Creades
- Jonas Backman, representing Protector Forsikring
- Roger Lindqvist, representing shareholder Kenneth Lindqvist
- Anders Hillerborg, Chairman Seafire AB
Shareholders in Seafire AB are welcome to submit proposals for
the Nomination Committee at the e-mail address info@seafireab.com or via
the company's postal address, no later than March 1, 2025, in preparation for the Annual General Meeting 2025.
The Articles of Association were adopted at the Annual General Meeting on April 27, 2022
Audit Committee
The Board of Directors has set up an Audit Committee. The audit committee's primary duties include overseeing Seafire's financial reporting as well as making recommendations and suggestions to ensure the reliability of reporting. The tasks also include monitoring the effectiveness of the Group's internal control, internal audit and risk management, generally for business operations and specifically with respect to financial reporting. The tasks also include keeping informed about the external audit of the annual accounts of the company and the Group and about the conclusions of the Audit Inspectorate's quality control. As part of this, the Audit Committee shall inform the Board of Directors of the results of the external audit and how the external audit contributed to the reliability of the financial reporting and of the functions of the Audit Committee. The main tasks of the Audit Committee also include reviewing and monitoring the impartiality and independence of the external auditor, paying particular attention to whether the external auditor has provided the Group with services other than auditing, and assisting the Nomination Committee in preparing proposals for the AGM resolution on the election of an external auditor. The Audit Committee currently consists of two members: Marcus Söderberg (Chairman of the Audit Committee) and Anders Hillerborg.
Remuneration Committee
The board has set up a remuneration committee. The Remuneration Committee's primary duties include preparing the Board's decisions on matters relating to remuneration guidelines, remuneration and other conditions of employment for senior executives. The duties also include monitoring and evaluating any ongoing and during the year completed variable compensation programs for senior executives, as well as monitoring and evaluating the application of the Executive Compensation Guidelines, applicable compensation structures and compensation levels at Seafire. In addition, the Remuneration Committee's primary tasks will in the future include preparing each year and at the latest to submit to the Board of Directors a remuneration report in accordance with the Swedish Companies Act (2005:551) and the Swedish Code of Corporate Governance, as well as a report on its monitoring and evaluation of both ongoing and year-ended variable remuneration programmes for senior executives and the application of the guidelines for remuneration to senior executives custodian. The Remuneration Committee currently consists of four members: Anders Hillerborg (Chairman of the Remuneration Committee), Marcus Söderberg, Stina Wollenius and Sonny Mirborn.
Annual General Meeting
The AGM is Seafire's highest decision-making body. There, shareholders have the opportunity to exert their influence over the company. The annual general meeting, Seafire's Annual General Meeting, is held annually within six months from the end of the respective financial year.