Corporate governance is important to us. It forms an integral part of our day-to-day work and frames the Group’s strategy and positioning.
Our annual report presents a transparent account of our activities and results. In this way, we aim to meet the legal and ethical expectations of shareholders and other stakeholders. Good corporate governance enables responsible and value-oriented corporate management and control.
Elections and organisation
Both the Chairman and the other members of the Board of Directors are elected at the Annual General Meeting.
The Board of Directors is divided into various committees. This allows the Board members to draw on their expertise when taking decisions. Cindrigo has three Board committees. They enable appropriate corporate management and oversight:
- Remuneration Committee
Chairman Dag Andresen
- Nomination Committee
Chairman Jörgen Andersson
- Audit Committee
Chairman Dag Andresen
Election of Officers
Our executive officers, currently Mr Patel and Mr Guldstrand, are appointed by, and serve at the discretion of, our board of directors. There is no family relationship among any of our directors or executive officers.
Board of Directors
Our board of directors currently consists of 6 directors. We expect that all current directors will continue to serve after this offering.
A director may vote in respect of any contract or transaction in which he is interested, provided, however, that the nature of the interest of any director in any such contract or transaction shall be disclosed by him at or prior to its consideration and any vote on that matter. A general notice or disclosure to the directors or otherwise contained in the minutes of a meeting or a written resolution of the directors or any committee thereof of the nature of a director’s interest shall be sufficient disclosure and after such general notice it shall not be necessary to give special notice relating to any particular transaction. A director may be counted for a quorum upon a motion in respect of any contract or arrangement which he shall make with our company, or in which he is so interested and may vote on such motion.
Term of Office
Our directors are appointed for a one-year term to hold office until the next annual general meeting of our stockholders or until they resign or are removed from the board in accordance with our bylaws. Our officers are appointed by our Board of Directors and hold office until they resign or are removed from office by the Board of Directors.
We consider each of our consultants, Lars Guldstrand, Jörgen Andersson, Mustaq Patel and Christer Grundström to be our significant employees, even though none of them are employees but are rather consultants. We do not have key-person insurance in place in the event that any of these person were to be unable to continue in their positions. If that were to happen or if such person were to otherwise leave our company, we might not be able to replace them or could lose significant time and resources doing so.
Involvement in Certain Legal Proceedings
None of our directors, executive officers or control persons has been involved in any of the following events during the past five years: (i) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (ii) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (iii) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or (iv) being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.
Code of Ethics
The company has adopted a Code of Corporate Governance Manual
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