Corporate governance

Ependion AB is a Swedish public limited company quoted on Nasdaq Stockholm Main Markets’ Mid Cap list, with the ticker EPEN.

Ependion’s corporate governance is founded on the Swedish Companies Act, the Annual Accounts Act, the Stock Exchange’s Rulebook for Issuers and the Swedish Corporate Governance Code (the “Code”).

1 of

Governance, management and control over the company is divided between the shareholders at shareholders’ meetings, the company’s Board of Directors, and the CEO and Group Management.

The company applies the Swedish Corporate Governance Code (the “Code”), which applies to all Swedish companies whose shares are traded on a Swedish regulated marketplace. The Code is based on the “follow or explain” principle, which means that a company complying with the Code may depart from individual provisions, with the company providing reasoning for each reported instance.

Board of Directors

The Board of Directors is ultimately accountable for the company’s organization and administration and taking decisions on the company’s overall goals and strategy. The duties of the Board of Directors also include identifying how sustainability issues impact the company’s risks and business opportunities.

Group Management

The CEO leads the work of Group Management and takes decisions in consultation with its other members. It consists of the CEO, EVP/CFO, SVP of HR, and CEOs of the two business entities.

Annual General Meetings

The AGM is the company’s highest decision-making body. The AGM appoints the company’s Board of Directors and auditors.

Corporate governance

Read more about Ependion’s corporate governance

Nomination Committee

The company shall have a Nomination Committee consisting of members appointed by the four largest shareholders and the Chairman of the Board.

Corporate Governance Reports

Ependion AB produces a Corporate Governance Report each year, which is approved by the company’s Board of Directors. The Report is approved by the company’s Board of Directors and each year, the company’s auditors conduct a statutory review of the Report.

Articles of Association

The current Articles of Association were approved by the AGM 2023.

Remuneration

Guidelines for remuneration of senior executives for the financial year are subject to consultation in the Remuneration Committee and approved by the AGM.

Risks and risk management

Ependion’s operations are impacted by a number of external factors whose impact on the group’s results of operations and financial position can be controlled to varying degrees.

Auditors

The company’s auditor is appointed by the AGM to review firstly the company’s annual accounts and accounting records, and secondly, the Board of Directors’ and Chief Executive Officer’s administration.