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Corporate Governance Nordic Waterproofing Holding A/S | ANNUAL REPORT | 2016 1 CORPORATE GOVERNANCE Nordic Waterproofing Holding A/S is a Danish public limited liability company, with company registration number 33395361, and is governed by the provisions of the Danish Companies Act. The registered office of the company is situated in Vejen, Denmark, with operational headquarters in Helsingborg, Sweden. The company’s shares are listed on Nasdaq Stockholm, Mid Cap. CORPORATE GOVERNANCE FRAMEWORK APPLICATION OF THE SWEDISH CODE deviated from the Code’s article 1.2 as the Nordic Waterproofing Holding A/S aims The application of the Code is fully board was not qualified for a quorum at the to maintain an appropriate corporate consistent with the Danish Companies Act extraordinary general meeting on 21 governance framework to ensure active, and Danish recommendations on corpo- December 2016 due to the unforeseen reliable and profitable business manage- rate governance. The Code applies to all absence of the chairman; article 1.3 as ment. The corporate governance is based Swedish companies with shares listed on a Danish law specifies that the chairman of upon Danish law and other external rules regulated market in Sweden and must be the general meeting is nominated by the and instructions, including the Danish applied on the date of the listing of the board; article 2.1 as Danish law specifies Company Act, Nasdaq Stockholm’s company’s shares on Nasdaq Stockholm. that auditors are nominated by the board; Rulebook, the Swedish Securities Council Non-Swedish companies with shares listed and from article 9.2 as the remuneration on good practices in the stock market and on a regulated market in Sweden must, in committee is constituted by entire board the Swedish Code of Corporate Gover- order to comply with good stock market as preferred solution as the remuneration nance (the Code), as well as internal practice, comply with either the Code or issues have been an integrated part of guidelines including Articles of Associa- the corporate governance code applicable the listing process work. tion, instructions, policies and guidelines. in the country where such non-Swedish Apart from what is presented below, company has its registered office. Nordic THE SHARE AND SHAREHOLDERS the fact that Nordic Waterproofing is a Waterproofing has decided that it will Nordic Waterproofing Holding A/S was Danish public limited liability company, report its compliance with the Code and listed on Nasdaq Stockholm, Mid Cap and thus obliged to comply with Danish not the Danish corporate governance segment, on 10 June 2016. The principal corporate law, does not imply any material recommendations, since the company is owner at the time of listing was Axcel1. differences compared to if the company listed on Nasdaq Stockholm, where The number of shares outstanding on had been subject to Swedish corporate law companies customarily apply the Code. 31 December 2016 were 24,083,935. The applicable for public companies. During 2016, Nordic Waterproofing has number of shareholders amounted to INFORMATION RESOLUTIONS SHAREHOLDERS NOMINATION form the Annual General Meeting ELECTIONS PROPOSALS COMMITTEE Board of Directors AUDITORS INFORMATION Audit Committee Remuneration Committee Objectives, Strategies, REPORTS Steering Reports instruments FORECASTS OBJECTIVES Control ACTIVITIES BUSINESS OVERVIEW VALUES Staff Executive Management functions REMUNERATION STRUCTURES Products & Solutions Installation Services 1) Axcel IV K/S, Axcel IV K/S 2, AX Management Invest K/S and AX Management Invest II K/S, all funds advised by Axcel Management A/S. 2 Nordic Waterproofing Holding A/S | ANNUAL REPORT | 2016 more than 2,700. The largest shareholder that individually or collectively hold five (5) including conversion from a private limited on the same date was Axcel, with percent (or more) of the share capital can liability company (ApS) to a public limited 3,400,422, representing 14.1 of the share make a written request to the board of company (A/S). The meeting on 19 May capital and votes in the company. directors that an extraordinary general resolved i.a. to authorize increase share Further details on the Nordic Water- meeting be held to deal with a specific capital (valid until 2017 AGM), guidelines proofing’s share and the company’s matter. Extraordinary general meetings for remuneration and incentives and shareholders are available in the section to consider specific matters must be establishment of a nomination committee. “The NWG share”, pages 42-44. convened within two weeks of receipt of The meeting on 8 June approved the a request to such effect. cancellation of share classes, and the THE GENERAL MEETINGS AND In accordance with the Articles of fourth extraordinary meeting was held on SHAREHOLDERS’ INITIATIVES Association, all general meetings must be 21 December to elect Mrs. Riitta Palomäki Under the Danish Companies Act, the convened by the board of directors giving as additional new member of the board of annual general meeting (AGM) is the written notice between three and five Nordic Waterproofing Holding A/S until the company’s highest decision-making body. weeks prior to the meeting. As regards the close of the next annual general meeting. The annual general meeting may resolve annual general meeting, the date of the upon every issue for Nordic Waterproofing intended meeting must be published no 2017 ANNUAL GENERAL MEETING which does not specifically fall within the later than eight weeks prior to the date of The 2017 AGM will be held on Thursday, 27 scope of the exclusive powers of another such meeting and state the deadline for April 2017, at 10:00 a.m. at IVA Konferens- corporate body. shareholder proposals. Notice of general center, Grev Turegatan 16 in Stockholm, At the annual general meeting, meetings must, in the form and substance Sweden. For more information, see section shareholders exercise their voting rights. required under the Danish Companies Act, on “Annual General Meeting 2017” on page At the annual general meeting, the be published on www.nordicwaterproofing. 85 and www.nordicwaterproofing.com. shareholders vote on matters such as com. Further, written notice of the general approval of the annual report, appropria- meeting must be emailed to all sharehold- NOMINATION COMMITTEE tion of Company profits or losses, resolu- ers who so request and to concurrently Nordic Waterproofing Holding A/S’s tions to discharge the members of the announced in the Swedish daily newspaper shareholders have resolved to establish a board of directors and the executive Svenska Dagbladet that notice has been nomination committee and to adopt rules management from liability for the financial given. The notice is expected to specify the of procedure for the nomination commit- year, the appointment of members of the time and place of the general meeting and tee. The general rule contained in the rules board of directors, the appointment of an contain the agenda of the business to be of procedure for the nomination committee auditor, and remuneration for the board of addressed at the general meeting. is that the nomination committee must directors. If a proposal to amend the Articles of comprise four members representing the The annual general meeting must be Association is to be addressed at the largest shareholders of the company, as of held in such time that the annual report, to general meeting, a summary of such the last banking day in August in the year be adopted by the board of directors and proposal must be included in the notice. before the annual general meeting, who thereafter submitted to the general For certain material amendments, the wish to participate in the nomination meeting for approval, can be submitted to specific wording must be set out in the committee. In addition to these four the Danish Business Authority within four notice. members, the chairman of the board must months after the expiry of the financial General meetings must be held in the also be a member of the nomination year. Municipality of Stockholm or Helsingborg committee. The instructions for the Shareholders who wish a matter to be in Sweden. nomination committee follow the Code addressed at the annual general meeting as regards the appointment of members. must submit a written request to the board GENERAL MEETINGS IN 2016 The main duties of the nomination of directors no later than six weeks prior to The Annual General Meeting 2016 was committee are to nominate candidates for the date of the annual general meeting. held on 9 May 2016 and approved the 2015 the positions of chairman of the board and In addition to the annual general annual report, discharged the Board and other members of the board, and to submit meeting, extraordinary general meetings Executive Management, and re-elected all proposals for fees and other remuneration may be convened to deal with other the current board members and current to be paid to each of the board members. specific matters. auditor. As of 8 March 2017, the following five Extraordinary general meetings must Four extraordinary general meetings representatives compose the nomination be held upon request from the board of were held in 2016: On 6 May the sharehold- committee: directors or the auditor elected by the ers resolved on items required in prepara- general meeting. In addition, shareholders tions for a listing on Nasdaq Stockholm, Nordic Waterproofing Holding A/S | ANNUAL REPORT | 2016 3 WORK OF THE BOARD OF DIRECTORS IN 2016 November February JAN Q3 Interim report, report from board DEC IPO update, full-year report and annual committees, report from auditor, FEB report. Review of business plan, strategy, strategic plan and budget approval, NOV policies and remuneration plan review of acquisition targets MAR WORK OF OCT THE BOARD OF DIRECTORS APR SEP MAY AUG JUN August JUL May Q2 Interim report June Annual General Meeting, statutory A minimum of six ordinary board meeting Q1 Interim report, board meetings will be held IPO execution, incl.
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