The shareholders exercise their right to decide on the company’s affairs at the Annual General Meeting, which is the company’s highest decision-making body.
The Annual General Meeting (AGM) decides, among other things, on the adoption of the financial statements, balance sheets, appropriation of profits, discharge of responsibility for the Board, new Board members, new auditors and remuneration to the Chairman of the Board, other Board members and auditors. The meeting also decides on guidelines for remuneration to the management team.
The AGM decides on how the nomination committee is appointed. It is the duty of the nomination committee to, prior to the next AGM, prepare and submit proposals for a Chairman of the Board and other Board members, as well as remuneration to the Chairman and other Board members.
The nomination committee is also responsible for evaluating the work done by the Board of Directors based on the report it receives from the Chairman. The nomination committee also proposes the election of auditors and their remuneration.
More about the nomination committee
Auditors are currently appointed to serve for a period of four years, which ensures continuity and depth of the audit work. The auditors are accountable to the shareholders at the AGM and they must provide an auditor’s report on the financial statements and the administration by the Board of Directors.
The auditors report verbally and in writing on an ongoing basis to the audit committee about how the audit has been carried out and give their views on the level of order and control in the company. Auditors also report in person twice a year to the entire Board about their audit and state their views about internal controls.
At the 2018 AGM, shareholders elected Öhrlings PricewaterhouseCoopers AB as the audit firm, with Certified Accountant Fredrik Göransson as the auditor in charge until the date of the next AGM. In addition to the audit, PwC also provides advice concerning auditing and tax. This advice is not considered to be biased.
The Board is responsible for how the company is organized and for administration of the company’s affairs on behalf of the owners. The Board assesses the company’s financial situation on an ongoing basis and makes sure that it is organized such that there are adequate controls on its bookkeeping, fund management and other financial matters.
The Board sets policies and instructions for how this is to be achieved. It also adopts rules of procedure for the Board and instructions for the CEO. These central governance documents specify how responsibilities and authority are allocated between the Board and its committees, as well as between the Chairman of the Board and the CEO. The Board appoints the CEO. The Chairman is responsible for evaluating the work of the Board and providing the nomination committee with the results of that evaluation.
The Board appoints some of its members to serve on the remuneration committee, which is responsible for regularly reviewing the employment terms of senior executives by making comparisons with persons holding similar positions in other companies. The Board decides on the principles for remuneration to senior executives and the CEO.
The remuneration committee consists of the Chairman of the Board (Charlotte Brogren) and one other appointed Board members (Cecilia Wachtmeister). Charlotte Brogren was elected as Chairman of the remuneration committee.
The Board nominates an audit committee, which monitors the financial reporting by examining all critical audit issues and other conditions that might affect the content and quality of the financial statements. The committee also monitors the effectiveness of the company’s and Group’s internal controls, risk management systems and the external auditors’ impartiality and independence. The audit committee evaluates the audit work and assists the nomination committee in the selection of auditor.
The committee also makes decisions regarding all purchases of consulting services (not related to the audit) from the company’s auditor. The audit committee consists of two appointed Board members (Anders Mörck and Fredrik Hansson). Anders Mörck was elected as Chairman of the audit committee.
The committee has regular contact with external auditors, who report to the committee concerning important details that arose during the statutory audit, specifically concerning possible inconsistencies in the internal controls over the financial reporting.
The Board appoints some of its members to serve on the development committee. This committee is meant to serve as a sounding board for the HMS management team on issues having to do with research and development, specific projects and the company’s portfolio of development projects, the organizational structure of the R&D department and how it is managed, as well as the training and development of employees.
Furthermore, the committee should serve as a resource when it comes to preparing and obtaining support for R&D initiatives that require a decision by the Board due to the strategic importance, investment decisions or collaboration with others. The committee should ensure that the HMS Board stays up to date on R&D issues relevant to the company and its future.
The development committee consists of three appointed Board members (Charlotte Brogren, Ray Mauritsson and Ulf Södergren). Ulf Södergren was elected as Chairman of the development committee.
The CEO is responsible for developing the company’s business, as well as leading and coordinating daily operations in accordance with the instructions and directions adopted by the Board. This means, among other things, responsibility for the financial reporting, compiling the supporting information for decisions and ensuring that obligations, contracts and other legal documents do not contravene Swedish or international laws and regulations.
The CEO must also ensure that the company’s goals, policies and strategic plans are being followed and that they are updated whenever necessary. The CEO appoints the other members of the Group management team. Furthermore, the CEO is responsible for providing the Board with required information and supporting documentation for decisions. Such information must be sent to each Board member at least seven days prior to scheduled Board meetings, where the CEO serves as rapporteur.
The CEO keeps the Board and its Chairman constantly updated about the company’s and Group’s financial position and growth.
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