Corporate Governance

The Board has prepared a set of guidelines that govern its work: instructions that define the division of responsibilities between the Board of Directors and the Chief Executive Officer that outlines their duties and reporting responsibilities, as well as providing clear instructions for financial reporting. These guidelines are reviewed on an annual basis.

The Board has considered whether to establish separate committees for auditing and remuneration. Given the size and scope of the Company’s operations, the Board is of the opinion that these issues are of such importance that they should be considered and decided upon by the Board in their entirety and that this can be done so effectively. The application of the corporate governance code has been broadened to include all companies whose shares are admitted for trading on regulated markets in Sweden. First North of the Nasdaq Stockholm does not constitute a regulated market, and the Company is therefore under no obligation to follow the Code. However, the Company does continually follow developments in this area, and adheres to sections of the Code that may be deemed relevant.

Organisational structure

PowerCell is the parent company in a company group with one subsidiary in Germany.

PowerCell currently has an organisation consisting of about 40 people. The management team consists of the CEO, the Vice President and CTO, the Director Sales & Aftermarket, the CFO with HR and IT-responsibily, the COO, the Director Product Development and the Director Marketing & Communications. All central functions are located in Gothenburg, Sweden.

Corporate governance and board representation

PowerCell’s board and management team operate an active corporate governance policy, and the company’s larger shareholders are represented on the board.

Board committees

PowerCell’s Board has not appointed any committees. The Board always decides on the appointment and remuneration of the CEO.

The Board’s work

PowerCell’s board currently consists of six members, including the chairman. PowerCell’s current board has three deputies. All board members’ terms run until the end of the following annual general meeting.

The board’s work is governed by corporate legislation, the company’s articles of association, and the guidelines set out by the PowerCell board. The company’s guidelines stipulate, among other things, the division of responsibilities between the board and the CEO. The board always proposes the principles for remuneration of the CEO.

At board meetings the board discusses the future development of the company, quarterly reports, budgets, financing, as well as conducts the usual monitoring of company operations. The company’s auditor participates every year in the meeting during which the annual accounts are approved and accepted.