Advanced Soltech was formed in Sweden and registered with Bolagsverket (the Swedish Office for Company Registration) on March 30, 2016 and has been conducting its business operations ever since that date. The Company is a Swedish public limited liability company. The Company’s corporate governance system is regulated by the requirements set forth in Swedish law, in particular the Swedish Companies Act and the articles of association, internal rules (including instructions and policies) as well as the Nasdaq First North Growth Market Rulebook.
Articles of Association
The Articles of Association of Advanced Soltech Sweden AB (publ) were appointed at the General Meeting 2021.
The Annual General Meeting is Advanced Soltech’s highest decision-making body. At the Annual General Meeting, shareholders exercise their voting rights on key issues such as setting upon income statements and balance sheets, outline of the company’s profits, granting discharge to the members of the Board of Directors and CEO, election of board members and accountants as well as compensation to the Board of Directors and the accountants.
In addition to the Annual General Meeting, Extraordinary General Meetings can be convened. In accordance with Advanced Soltech’s articles of association, notice is given to the Annual General Meeting and Extraordinary General Meeting through announcement in Post- and Inrikes Tidningar as well as by making the notice available on Advanced Soltech’s webpage. The fact that notice has been given is announced in Dagens Nyheter.
The powers and duties of the General Meeting are regulated by the Swedish Companies Act and the Articles of Association.
The nomination committee consists of three members. In December, the chairman of the board will contact the three major shareholders (based on the shareholding according to Euroclear Sweden AB as of the last business day in November in order for a nomination committee to be formed. If such a shareholder declines to appoint a member, the fourth largest shareholder shall be asked, and so on. Each member of the nomination committee must consider carefully whether there is any conflict of interest or other circumstance that makes membership of the nomination committee inappropriate before accepting the assignment.
The nomination committee shall prepare proposals in the following matters to be submitted to the Annual General Meeting for decision:
- proposal for chairman of the Annual General Meeting
- proposal for the number of board members on the company’s board
- proposals of board members and chairman of the board
- proposal for remuneration of the board with the division between chairman of the board and other members of the Board and any additional remuneration for committee work
- proposals for the election of statutory auditors, based on the proposal from the Audit Committee and proposal for remuneration for the statutory auditors
The nomination committee for the Annual General Meeting 2022 consist of the following members:
- Stefan Ölander, Soltech Energy Sweden AB (publ)
- Ben Wu, Advanced Solar Power Hangzhou Inc.
- Magnus Brandberg, Isac Brandberg AB
Board of Directors
Advanced Soltech’s Board of Directors is the second-highest decision-making body of the Company after the general meeting. The chairman and other members of the board of directors are elected by the annual general meeting for the period up and until the end of the next annual general meeting. Currently, the Company’s board of directors consists of six ordinary members elected by the general meeting.
According to the Swedish Companies Act, the board of directors is responsible for the organisation of the company and the management of the company’s affairs, which means that the board of directors is responsible for, among other things, setting targets and strategies, securing routines and systems for evaluation of set targets, continuously assessing the financial condition and profits as well as evaluating the operating management. The board of directors is also responsible for ensuring that annual reports and interim reports are prepared in a timely manner. Moreover, the board of directors appoints the CEO.
The tasks of the board of directors are set forth in the Swedish Companies Act and the Company’s articles of association. Moreover, the board of directors applies written rules of procedure, which are annually adopted by the statutory board meeting. Among other things, the rules of procedure govern the function of the board of directors and the division of work between the members of the board of directors and the CEO. At the statutory board meeting, the board of directors also adopt instructions for the CEO.
The board of directors meets according to an annual predetermined schedule. In addition to these meetings, additional board meetings can be convened to handle issues which cannot be postponed until the next ordinary board meeting. In addition to the board meetings, the chairman of the board of directors and the CEO continuously discusses with the management of the Company.
The Company’s board of directors has appointed an audit committee and renumeration committee.
The Company has a remuneration committee consisting of three members: Frederic Telander, Stefan Ölander and Ben Wu. The remuneration committee shall, among other things, prepare proposals to the board of directors regarding remuneration principles, remunerations and other terms of employment for the Company’s executive management. The remuneration committee shall also monitor and evaluate the annual salary framework as well as other programmes for variable remuneration, including incentivisation schemes such as option programmes, and ensure the application and evaluation of the guidelines for remuneration to the executive management adopted by the annual general meeting as well as the current remuneration structures and remuneration levels in the Company and submit proposals for updates.
The Company has an audit committee consisting of two members: Vivianne Holm and Patrick de Muynck. Without affecting the responsibilities and duties of the board of directors, the audit committee shall, among other things, monitor the Company’s financial reporting and the efficiency of the Company’s internal controls and risk management, stay informed about the audit of the annual financial statements and the consolidated financial statements, review and monitor the impartiality and independence of the auditor and pay special attention as to whether the auditor provides other services besides audit services to the Company, and assist in preparation of proposals for the annual general meeting’s decision on the election of auditors.