Legislation and regulations
Corporate governance at Knowit is based on both external and internal regulations. The external regulations include:
- The Swedish Companies Act
- The Nasdaq Nordic Main Market Rulebook for Issuers of Shares
- The Swedish Code for Corporate Governance (the “Code”)
- Other applicable Swedish statutes and regulations
The Company’s internal framework encompasses:
- The articles of association
- The rules and guidelines for corporate governance
- The rules of procedure for the Board
- The instruction to the CEO
- The policy documents adopted by the Company
The Articles of Association are our governing document
The articles of association are the fundamental governing document for the Company, setting out the type of operations that the Company shall perform, the size of the share capital and the number of shares, the shareholders’ rights to participate at meetings, election and dismissal of Board Members, and what should be discussed at the AGM. The Company observes the Code without deviation.
Articles of Association
Adopted at the Annual General Meeting on May 11, 2021.
§ 1 The name of the company is Knowit Aktiebolag (publ).
§ 2 The registered headquarters of the company shall be in the Municipality of Stockholm, in the County of Stockholm (Sweden).
§ 3 The Company shall conduct business in the ﬁeld of IT consulting as well as businesses related thereto.
§ 4 The share capital shall amount to no less than SEK 9,000,000 and no more than SEK 36,000,000.
§ 5 The number of shares shall be a minimum of 9,000,000 and a maximum of 36,000,000.
§ 6 The board of directors shall consist of at least three and at most eight members.
§ 7 One or two auditors, with or without deputy auditors, shall be appointed to review the company's annual report, its accounts, and the directors' and president's reports.
§ 8 The company’s ﬁscal year shall follow the calendar year.
§ 9 Notice of the general meeting shall be provided in the form of announcements in Post- och Inrikes Tidningar and on the company webpage. An announcement that notice has been provided shall be made in Svenska Dagbladet.
Shareholders may participate in the general meeting provided that they have registered with the company by not later than 4 p.m. on the day stated in the Notice to the general meeting. This day may not be a Saturday, Sunday or other public holiday, Midsummer Eve, Christmas Eve or New Year’s Eve, and may not occur earlier than the ﬁfth weekday preceding the general meeting. Shareholders may be accompanied by assistants at the general meeting provided they register the number of assistants with the company in a comparable manner.
§ 10 Each shareholder entitled to vote may use the full number of votes he or she holds and represents at the annual general meeting.
§ 11 The chairman of the board or an appointee of the board of directors opens the annual general meeting and conducts the proceedings until a chairman of the meeting has been elected.
The following items shall be dealt with at the annual general meeting:
- Establishment and approval of list of voters
- Election of a chairman of the meeting
- Submission and approval of the agenda
- Election of one or two persons to verify the minutes
- Review of whether or not the meeting was properly convened
- Presentation of the Annual Report, the Auditor's Report, and where appropriate, the Consolidated Accounts and the Auditor's Report on the Consolidated Accounts
- Resolutions concerning:
a) the adoption of the Income Statement and Balance Sheet, and where appropriate, the Consolidated Income Statement and Consolidated Balance Sheet
b) appropriation of proﬁts or losses according to the adopted Balance Sheet
c) discharging the members of the board of directors and the president from liability
- Determination of the number of members and deputy members of the board of directors in accordance with the Articles of Association
- Determination, if necessary, of the number of auditors and deputy auditors in accordance with the Articles of Association
- Determination of directors’ fees and, if necessary, audit fees
- Election of members and deputy members to the board of directors
- If necessary, election of auditors and deputy auditors or accounting ﬁrm
- Other matters that have been referred to the annual shareholders’ meeting under the Swedish Companies Act (2005:551) or the Articles of Association
§ 12 Company shares shall be registered in a control account as required by the Swedish Central Securities Depositories and Financial Instruments (Accounts) Act (1998:1479).
§ 13 Anyone who is not a shareholder in the company shall have the right to attend or otherwise follow the negotiations at a general meeting on the terms determined by the board of directors.
The board of directors may collect power of attorneys in accordance with the procedure specified in Chapter 7, Section 4, second paragraph, of the Swedish Companies Act.
Prior to a general meeting, the board of directors may decide that the shareholders shall be able to exercise their vote by post before the general meeting in accordance with the procedure specified in Chapter 7, Section 4 a of the Swedish Companies Act.