Corporate Governance
General
RaySearch is a Swedish public limited liability company with its registered office in Stockholm, and the company’s class B shares have been admitted to trading on Nasdaq Stockholm. This means that RaySearch’s corporate governance is based on Swedish legislation, primarily the Swedish Companies Act, the Swedish Annual Accounts Act and applicable EU regulations and on the rules and practices which apply for companies listed on Nasdaq Stockholm and the Swedish Corporate Governance Code. In addition to the external regulatory framework, there is an internal framework with a number of group-wide governing documents, of which the most important are the Articles of Association as adopted by the General Meeting, the Board’s rules of procedure and the Board’s instructions for the CEO. In addition, there is a large number of internal policies, instructions and delegations that clarify responsibilities and powers within various areas.
General meetings
The General Meeting is the company’s supreme decision-making body. The Annual General Meeting is to be held within six months of the end of the fiscal year to resolve on matters including adoption of the income statement and balance sheet, and the allocation of profit. Shareholders who wish to have a matter addressed at the meeting must send in a written request to the Board of Directors. Such a request should normally be received by the Board of Directors seven weeks before the meeting, at the latest.
As regards proposals for resolutions in matters already included on the agenda and for which proposals, according to law, do not have to be submitted a certain time in advance, shareholders have the right to submit such proposals during the period up until the General Meeting (including during the General Meeting).
A notice convening a General Meeting is published in the Swedish Official Gazette (Post- och Inrikes Tidningar) and on the company’s website. Information about the notice is also published in the Swedish daily newspaper Svenska Dagbladet. A notice convening an ordinary General Meeting (Annual General Meeting) shall be issued no earlier than six weeks and no later than four weeks before the General Meeting. To participate in a General Meeting, shareholders must notify the company no later than the day specified in the notice convening the General Meeting. Shareholders unable to attend the General Meeting in person may be represented by proxy. The Board of Directors may also resolve that the shareholders shall be able to exercise their voting rights by post before the General Meeting. In connection with the issuance of the notice convening the General Meeting, information is provided regarding the forms of the General Meeting as well as the time and manner for notification to participate in the General Meeting.
The agenda for the General Meeting sets out the items which are subject to resolution by the General Meeting, and the items that are included for information purposes. Items on the agenda which require resolutions by the General Meeting are subject to a binding vote whereby the shareholders vote in favor or against, or, abstain from voting on the matter. At General Meetings all shareholders are entitled to ask the Board of Directors and CEO questions regarding matters on the agenda and the company’s relation to other group companies. At Annual General Meetings shareholders are also entitled to ask questions about the financial situation of the company and the group.
For further information on the corporate governance in RaySearch, please see RaySearch's corporate governance reports to the right on this page.