Corporate Governance Report
Hemnet Group AB (publ) is a Swedish limited liability company, publicly traded on Nasdaq Stockholm and based in Stockholm. Hemnet’s corporate governance framework and principles are designed to comply with applicable Swedish law, Nasdaq Stockholm’s rules for issuers, the Swedish Corporate Governance Code (the ”Code”), Hemnet’s Articles of Association and generally accepted sound stock market practice. Corporate governance practices refer to the decision- making systems with which owners, directly or indirectly, govern a company. The Code is published on www.bolagsstyrning.se where a description of the Swedish Corporate Governance model can also be found. The main decision-making bodies are the annual general meeting (the “AGM”), the Board of Directors and the CEO. The AGM appoints the Board, which in turn appoints the CEO, who manages ongoing administration in accordance with the CEO Instructions adopted by the Board, which include instructions for financial reporting to the Board. Hemnet’s corporate governance framework aims to ensure that the company is managed as responsibly, sustainably and efficiently as possible in the interests of Hemnet’s shareholders and that both internal governing documents (policies, guidelines and instructions) and external regulations are complied with. In December 2022, the Board of Directors adopted a new Sustainability Policy, reflecting the Company’s ambitions in the sustainability area, complementing the existing policies in the areas of corporate governance, information/ data, communication/insider information
and HR. Hemnet operates its business with high ethical and moral standards. Hemnet’s Code of Conduct is the core of the Company’s governing documents and serves as a guide to the employees as well as a tool to implement Hemnet’s sustainability efforts in all aspects of the business. During 2022, Hemnet has not deviated from the Nasdaq Stockholm Rule Book for Issuers nor from good stock market practice. With regards to the Code, one deviation is reported, in relation to the composition of the Remuneration Committee. The reasons for this are further explained under Remuneration Committee on page 37. This Corporate Governance Report is sub- mitted in accordance with the Swedish Annual Accounts Act and the Code. The report descri - bes how Hemnet has conducted its corporate governance activities during the 2022 fiscal year. The Corporate Governance Report has been audited by Hemnet’s auditor, as presen- ted in the auditor’s report on page 73. Annual general meeting The AGM is the highest decision-making body of Hemnet. At the AGM, all shareholders are given the opportunity to exercise their voting rights. The Swedish Companies Act (2005:551) (Sw. Aktiebolagslagen) and the Articles of Association set out the procedures for convening General Meetings and who is entitled to attend and vote at such meetings. During 2022, no extraordinary general meetings were held. The AGM was held on 29 April 2022 in Stockholm as a physical meeting with the possibility for shareholders to vote
in advance (so called postal voting) pursuant to temporary legislation. All proposals to the AGM were approved. All documentation relating to the AGM 2022 is available on www. hemnetgroup.com. Annual general meeting 2023 Hemnet’s AGM 2023 will be held on 27 April 2023 in Stockholm as a physical meeting with the possibility for shareholders to vote in advance (so called postal voting). All documentation relating to the AGM is available on www.hemnetgroup.com. Shares At year-end 2022, the total number of shares in Hemnet amounted to 101,131,478 shares, of which 96,074,904 ordinary shares and 5,056,574 series A1 shares. Both types of shares have the same voting weight and voting rights, but shares of series A1 have a veto right against changes in the objects of the company in the articles of association. Shareholdings representing at least one tenth of the voting rights of all shares in Hemnet are General Atlantic with 16.6 percent of the capital and votes and Mäklarsamfundet Bransch in Sweden with 10.2 percent of the share capital and votes. The 2022 Annual General Meeting authorised the Board to initiate repurchases of own ordinary shares and during the year, 2,235,683 ordinary shares have been repurchased. The repurchased shares are intended to be terminated, pending decision by the 2023 Annual General Meeting, whereby the total number of shares decrease. The 2023 Annual General Meeting is also
Organisation chart
Nomination Committee
Shareholders
Annual General Meeting
Auditor
Audit Committee
Board of Directors
Remuneration Committee
CEO/Management
34 · Hemnet Group | Annual and sustainability report 2022
Administration report
Made with FlippingBook flipbook maker