Corporate Governance

Corporate governance

Scandinavian Astor Group applies the Swedish Code of Corporate Governance (the “Code”). The Corporate Governance Report is to be prepared in accordance with the Swedish Annual Accounts Act, the Swedish Companies Act, NGM Main Market’s regulations for issuers, the Code, and other applicable Swedish laws and regulations.

In addition to rules pursuant to law and regulations, Astor Group operates under a comprehensive internal governance framework that forms the basis for the Group’s corporate governance. This framework includes the Articles of Association, Rules of Procedure for the Board of Directors and the CEO, committee charters, policy documents, and the Group’s Code of Conduct, as well as group-wide guidelines for internal control and risk management.

Governance of Scandinavian Astor Group is exercised by the shareholders through the General Meeting of Shareholders, the Board of Directors, the CEO and the Group Executive Management. This structure operates in accordance with, among other things, the Swedish Companies Act, the Articles of Association, the Code, and the Rules of Procedure for the Board of Directors. The Board has established an Audit Committee under the Swedish Companies Act and a Remuneration Committee under the Code.

Given Astor Group’s multi-subsidiary structure, corporate governance also extends through the boards of directors of the operating subsidiaries. These boards often include representatives from Group Executive Management, ensuring alignment with the Group’s strategic direction, operational priorities, and compliance standards across all business areas.

Renumeration Committee

Astor Group’s Remuneration Committee supports the Board of Directors in matters related to remuneration and employment terms for the CEO and Group Executive Management. The Committee prepares proposals for the Group’s remuneration guidelines, evaluates their application, and ensures that remuneration structures align with the company’s long-term goals and shareholders’ interests.

The Remuneration Committee consists of two members from the Board of Directors: Mats R. Karlsson (Chairman) and Martin Elovsson.

The Committee meets regularly during the year and reports its findings and recommendations to the Board.

Audit Committee

Astor Group’s Audit Committee assists the Board of Directors in overseeing the company’s financial reporting, internal control, risk management and audit processes. The Committee monitors the integrity of the financial statements, reviews the effectiveness of internal controls, and oversees the work of the external auditors.

The Audit Committee consists of thrre members from the Board of Directors: Lars Carlson (Chairman), Martin Elovsson and Ola Alfredsson.

The Committee meets regularly during the year and reports its observations and recommendations to the Board.

Auditor

At the Annual General Meeting on 22 May 2025, the registered accounting firm BDO Mälardalen AB (BDO) was elected as the Company’s auditor with the authorised public accountant Beata Linhammar as principal auditor.