The duties of the Board of Directors are set forth in the Swedish Companies Act (2005:551), the Company’s Articles of Association, and the Code, the latter of which will be applicable for the Company as from the date of listing of the shares on Nasdaq First North Premier. In addition, the work of the Board of Directors is governed by rules of procedure for the Board of Directors, adopted annually by the Board of Directors. The rules of procedure govern, among other things, the division of work and responsibility between the members of the Board of Directors, the Chairman of the Board, and the CEO, and sets forth instructions for financial reporting for the CEO.
The Board of Directors is responsible for organization of RugVista Group and for the management of the Company’s affairs. The Board’s tasks include adopting strategies, targets, business plans, budgets, interim reports, annual accounts, and the adoption of policy documents. The Board of Directors is also required to monitor the Company’s financial performance and ensure that the Company has good internal controls and formalised routines to ensure that approved principles for financial reporting and internal controls are applied and that the Company’s financial reports are produced in accordance with legislation, applicable accounting standards, and other requirements for listed companies. Moreover, the Board of Directors is to ensure that there is a satisfactory process for monitoring the Company’s compliance with laws and other regulations relevant to the Company’s operations, as well as the application of internal guidelines, and evaluate the operations against the goals and policies that have been adopted by the Board of Directors. The Board shall identify how sustainability issues affect the Company’s risks and business opportunities and establish the necessary guidelines for the Company’s conduct in society in order to ensure the Company’s ability to create long term value. The Board is also responsible for continuously evaluating the CEO’s work. In addition, the Board decides on major investments and changes in the Group’s organization and operations. The Chairman of the Board, leads and structures the work of the Board, ensures that the board fulfills its tasks, and that the Board’s decisions are implemented. The Chairman of the Board shall, together with the CEO, monitor the Company’s results, and prepare the Board meetings as well as chair them. The Chairman is also responsible for ensuring that the Board members evaluate their work each year and continuously receive the information necessary to effectively perform their tasks. The Chairman represents the Company in relation to its shareholders.
The Board of Directors of RugVista Group have not established an audit committee nor a remuneration committee. Instead, the Board in its entirety will fulfill the tasks incumbent on such committees.