Hemnet Group ENG

EVALUATION OF THE BOARD AND CEO

is a particular focus area within the framework of this work.

responsibility for internal control over financial reporting, which is governed by the Swedish Companies Act and the Code. The following description has been prepared in accordance with the Code and the Swedish Annual Accounts Act and is limited to internal control over financial reporting. Control environment The control environment is dependent on clear decision paths, authority and responsibility, combined with a corporate culture that highlights both shared values as well as the individual’s responsibility to maintain good internal control. Hemnet’s values are communicated, among other things, through the Code of Conduct and the Supplier Code of Conduct established by the Board of Directors. The Board’s rules of procedure, instructions for the CEO and committees aim to ensure a clear division of roles and responsibilities, in order to achieve an effective management of the risks of the business. Furthermore, Hemnet has a set of policies, instructions and process descriptions that specify who is responsible for a particular task, what mandates exist, and how follow-up is carried out. These policies include a financial policy, a sustainability policy, an insider policy, a communication policy and an authorisation instruction. Accounting rules and reporting procedures are documented in the Hemnet financial handbook. Policies are available on the company’s intranet for staff. The documents are updated annually or as needed. Through the Audit Committee, the Board has established a body that, among other things, prepares the Board’s work on quality assurance of the company’s financial reports. The company’s management also reports regularly to the Audit Committee on the internal control environment, including an annual report on the company’s operational and financial risks. Risk assessment Hemnet has implemented a risk assessment model. Significant risks are documented and assessed in a risk map, and then linked to specific control activities. Each year, the Board conducts a review of identified risks and determines measures for managing and reducing these risks. Risk management is part of the ongoing work, not least in the area of financial reporting, where the company strives to continuously analyse the risks that can lead to errors in financial reporting. The most

The Board carries out an annual evaluation of the work of the Board and the CEO. The purpose of the evaluation is to get an idea of the Board members’ views on how the work of the Board is carried out and what can be done to make it more efficient. It is also intended to get an idea of the type of issues the Board believes should be given more prominence and in which areas additional expertise may be required on the Board. The 2021 evaluation was carried out with the support of an external contractor. The results of the evaluation have been presented both to the Chairman and to the Board as a whole, as well as to the Nomination Committee.

REMUNERATION

Fees to the Board The members of the Board of Directors receive a fee as decided by the Annual General Meeting. At the 2021 AGM, the value of Board fees, including remuneration for work in the Audit Committee and Remuneration Committee, was set at a total of SEK 2,025,000. The distribution of fees is shown in note G8. Remuneration to senior executives Senior management consists of the CEO and the management team. Remuneration to senior executives consists of a fixed market salary, variable cash compensation not to exceed 50 percent of base salary, pension, and the opportunity to participate at market value on certain occasions in long-term share-related incentive programs. Remuneration of the CEO is decided by the Board of Directors upon recommendation of the Remuneration Committee. Remuneration to other senior executives is decided by the CEO, after consultation with the Remuneration Committee. In note G8 and on the company’s website, the current guidelines for the remuneration of senior executives are published, which remain in force until new guidelines are adopted by the General Meeting. The Board shall draw up proposals for new guidelines at least every four years. The Board has prepared a remuneration report that will be presented at the 2022 Annual General Meeting and published on the company’s website. The Remuneration Report describes how the Remuneration Guidelines have been implemented, and provides information on the remuneration of the CEO and a summary of the outstanding incentive schemes for long-term share- based remuneration. Note G8 as well as the Remuneration Report and the AGM documentation on the website provide a description of the long-term variable remuneration programme. The Board’s proposal on guidelines for remuneration to management No changes to the principles for remuneration of senior executives are proposed for the 2022 AGM.

CEO AND MANAGEMENT TEAM

The Board appoints the CEO and establishes an instruction for the CEO’s work. The CEO is responsible for day-to-day management in accordance with applicable laws and regulations and in accordance with the CEO Instructions adopted by the Board of Directors. The CEO’s responsibilities for example include resources, finance and financial matters, day-to-day contact with Hemnet’s stakeholders and the financial market. The CEO also ensures that the Board receives the necessary information to make informed decisions. The CEO has appointed a management team, which consists of seven members including the CEO, of which four are women and three are men - for further information on the management team see page 38.

INTERNAL CONTROL AND RISK MANAGEMENT

The purpose of internal control is to assess which risks are significant for Hemnet and should therefore be managed through ongoing monitoring and control. The Board has the ultimate responsibility for this area and has delegated operational responsibility to the CEO. Follow-up of risks and controls is carried out annually, according to a predetermined annual cycle, with reporting and follow-up initially done to the Audit Committee, and then presented to the Board. The starting point for this work is the annual risk analysis carried out by the management team and presented to the Board, on the basis of which a framework of control activities is designed to mitigate or, where possible, eliminate the identified risks. Work is concentrated on the areas that are most important for reducing the overall risk exposure of the company. Financial reporting