Corporate governance

Cloetta AB (publ) is a Swedish limited liability company which operates under Swedish law and its corporate governance is regulated by the Articles of Association, the listing agreement with the Nasdaq Stockholm, other applicable rules and norms, the Code of Conduct and other instructions and policies.

Cloetta is subject to compliance with the Swedish Code of Corporate Governance, which is based on the “comply or explain” principle. This means that a company can deviate from the Code’s provisions without this entailing a breach of the Code. However, a company that deviates from a rule in the Code must explain the reason for doing so.

In 2016 Cloetta complied with the Code.

Governance structure

General meetings
Auditors
Nomination committee
Board composition
CEO and Group Management
CEO and Group Management

Parts of the image is clickable.

The annual general meeting of shareholders (AGM) is the ultimate decision making body of Cloetta.

At the AGM, the shareholders have the opportunity to excerpt an influence over Cloetta by exercising their decision-making the votes attached to their respective shareholding.

A nomination committee is appointed by the major shareholders in accordance with a procedure adopted by the annual general meeting. One of the tasks of the nomination committee is to propose candidates for election to the board of directors at the AGM.

The board of directors is ultimately responsible for the organisation of Cloetta and the management of its operations. In addition to the directors elected by the shareholders, the board of directors consists of employee representatives appointed by the unions.

The President and CEO, appointed by the board, is responsible for the day to day management of Cloetta in accordance with instructions from the board. The President and CEO is supported by the executive group management.

The external auditor of Cloetta is elected by the annual general meeting.

For information about the Swedish Code of Corporate Governance, visit www.corporategovernanceboard.se

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