Re:NewCell AB (publ.) is a Swedish public limited liability company. It complies with Nasdaq First North Premier’s Rule Book for Issuers and applies the Swedish Corporate Governance Code (the “Code”).
Renewcell aims at implementing strict norms and efficient processes to ensure that all operations create long-term value for shareholders and other stakeholders. This involves the maintenance of an efficient organizational structure, systems for internal control and risk management and transparent internal and external reporting.
The General Meeting is the Company’s ultimate decision-making body. At the General Meeting, the shareholders exercise their voting rights in key issues, such as the adoption of income statements and balance sheets, appropriation of the Company’s results, discharge from liability of members of the board of directors and the CEO, election of members of the board of directors and auditors and remuneration to the board of directors and the auditors.
The nomination committee shall, pursuant to the Code, consist of at least three members of which a majority shall be independent in relation to the Company and the Group Management. In addition, at least one member of the nomination committee shall be independent in relation to the largest shareholder in terms of voting rights or group of shareholders who cooperates in terms of the Company’s management.
Board of Directors
The board of directors is the highest decision-making body of the Company after the shareholders’ meeting. The board of directors is responsible for the organization 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 company has an audit committee consisting of two members: Helene Willberg (chair), and Mia Hemmingson. The Audit Committee shall, without prejudice to the Board’s responsibilities and tasks in general, monitor the Company’s financial reporting, monitor the effectiveness of the Company’s internal control and risk management, stay informed about the audit of the annual accounts and consolidated accounts, review and monitor the auditor’s impartiality and independence, pay attention to whether the auditor provides the Company with services other than auditing, and assist in the preparation of proposals for the Annual General Meeting’s decision on the election of auditors.
The company’s board has a remuneration committee consisting of two members: Mia Hemmingson (chair) and Henrik Ager. The Remuneration Committee shall, among other things, prepare proposals regarding remuneration principles, remuneration and other terms of employment for the company management. The Remuneration Committee shall also monitor and evaluate ongoing and during the year completed programs for variable remuneration to company management, the application of the guidelines for remuneration to senior executives that the Annual General Meeting shall decide on by law and current remuneration structures and remuneration levels in the Company.
The CEO and other executive management
The CEO is subordinated to the board of directors and is responsible for the everyday management and operations of the Company. The division of work between the board of directors and the CEO is set out in the rules of procedure for the board of directors and the CEO’s instructions. The CEO is also responsible for the preparation of reports and compiling information from the executive management for the board meetings and for presenting such materials at the board meetings.
The CEO must continuously keep the board of directors informed of developments in the Company’s operations, the development of sales, the Company’s result and financial condition, liquidity and credit status, important business events and all other events, circumstances or conditions which can be assumed to be of significance to the Company’s shareholders.
The auditor shall review the Company’s annual reports and financial statements as well as the board of directors’ and the CEO’ management of the Company. Following each financial year, the auditor shall submit an audit report to the annual shareholders’ meeting.
Internal control comprises the control of the Company’s organisation, procedures and support measures. The objective is to ensure that reliable and accurate financial reporting takes place, that the Company’s financial reporting is prepared in accordance with law and applicable accounting standards, that the Company’s assets are protected and that other requirements are fulfilled. The system for internal control is also intended to monitor compliance with the Company’s policies, principles and instructions. Internal control also comprises risk analysis and follow-up of incorporating information and business systems.