For Azelio, sound corporate governance is an important basis for achieving a trusting relationship with shareholders and other important parties. Azelio’s shares are admitted to trading on the Nasdaq First North Growth Market and thus, in addition to the rules in the Swedish Companies Act (2005: 551) and the Annual Accounts Act (1995: 1554), also comply with the Nasdaq First North Growth Markets Regulations and other applicable Swedish and foreign laws and regulations.
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The Board of Directors is the highest decision-making body after the Annual General Meeting and also the highest executive body. According to the Swedish Companies Act, the board is responsible for the company’s management and organization, which means that the board is responsible for, among other things, setting goals and strategies, ensuring routines and systems for evaluating set goals, continuously evaluating the company’s results and financial position and evaluating operational management. . The Board is also responsible for ensuring that the annual report and interim reports are prepared in a timely manner. In addition, the Board appoints the company’s CEO.
The Board members are normally elected by the Annual General Meeting for the period until the end of the next Annual General Meeting. According to the Articles of Association, the Board, insofar as it is elected by the Annual General Meeting, shall consist of a minimum of three members and a maximum of ten members.
The Board follows a written rule of procedure that is revised annually and adopted at the statutory Board meeting every year. The rules of procedure regulate, among other things, board practice, functions, and the distribution of work between the board members and the CEO. In connection with the statutory Board meeting, the Board also approves the instructions for the CEO, including financial reporting.
The Board meets according to an annually established schedule. In addition to these board meetings, additional board meetings may be convened to address issues that may not be referred to an ordinary board meeting. In addition to the board meetings, the chairman of the board and the CEO have an ongoing dialogue regarding the management of the company.
The Nomination Committee shall consist of the Chairman of the Board and a representative of each of the three largest shareholders, based on ownership in the company at the end of the third quarter. The Chairman of the Board shall convene the Nomination Committee. The member who represents the largest shareholder shall be appointed chairman of the nomination committee if the nomination committee does not unanimously appoint another member.
The task of the Nomination Committee is to submit proposals for:
– Chairman of the Annual General Meeting
– Board members, chairman and auditor
– Board fees divided between the chairman and other members
– Remuneration for work in the Board’s committees
– Remuneration of auditors; and
– Nomination Committee for the next Annual General Meeting
The CEO is subordinate to the Board and is responsible for the company’s day-to-day management and day-to-day operations. The division of work between the Board and the CEO is stated in the rules of procedure for the Board and the instructions for the CEO. The CEO is also responsible for preparing reports and compiling information from the management prior to board meetings and is the presenter of the material at the board meeting.
According to the instructions for financial reporting, the CEO is responsible for financial reporting in the company and must consequently ensure that the board receives sufficient information for the board to be able to continuously evaluate the company’s financial position.
The CEO shall keep the Board continuously informed of the development of the company’s operations, the development of sales, the company’s earnings and financial position, liquidity and credit position, major business events and any other event, circumstance or circumstance that may be assumed to be significant to the company’s shareholders.
Code of Conduct:
Azelio’s Code of Conduct is based on the Ten Principles of the UN Global Compact, which are in turn based on the Universal Declaration of Human Rights, the International Labor Organization’s (ILO) Declaration on Fundamental Principles and Rights at Work, the Rio Declaration on Environment and Development, and the United Nations Convention Against Corruption. It is Azelio’s view that behaving professionally, actively, and responsibly means complying not just with local laws and regulations, but also with firmly established and widespread international conventions, agreements, and ethical standards.
Pursuant to the Swedish Companies Act, the Annual General Meeting is Azelio’s supreme decision-making body and can resolve on any issue in the company that does not explicitly fall under the exclusive competence of another corporate body. At the Annual General Meeting, which shall be held within six months of the end of the financial year, the shareholders exercise their voting rights on matters such as determination of results and balance sheet, disposition of the company’s profit or loss, resolution on discharge of the Board members and the CEO, and remuneration to the board and the auditor.
In accordance with the Articles of Association, notices to attend the Annual General Meeting and extraordinary general meetings are published by placing an advertisement in Post- och Inrikes Tidningar (the Swedish Official Gazette) and by making the notice available on Azelio’s website. An announcement that notice has been given is to be published in Svenska Dagbladet. In addition to the Annual General Meeting, an Extraordinary General Meeting may be convened.
In accordance with Azelio’s Articles of Association, notice of the Annual General Meeting and notice of an Extraordinary General Meeting at which the matter of an amendment to the Articles of Association is to be addressed are to be issued not earlier than six weeks and not later than four weeks prior to the meeting.
Notices of other Extraordinary General Meetings shall be issued not earlier than six weeks and not later than two weeks prior to the meeting.
Right to attend the Annual General Meeting:
All shareholders who are directly registered in the share register kept by Euroclear five weekdays before the Annual General Meeting, and who have notified the company of their intention to participate in the Annual General Meeting no later than the date specified in the notice convening the Annual General Meeting, vote for the number of shares. Shareholders can participate in the Annual General Meeting in person or through a proxy, and can also be accompanied by a maximum of two assistants.
Initiative for the Annual General Meeting:
Shareholders who wish to have a matter considered at the Annual General Meeting must send a written request to this effect to the Board. The request must normally have been received by the Board seven weeks before the Annual General Meeting.
Azelios årsstämma planeras att hållas i Göteborg den 11 maj 2023. / Azelio’s Annual General Meeting is planned to be held in Gothenburg on May 11, 2023.
Aktieägare som önskar få ett ärende behandlat på bolagsstämman ska skicka en skriftlig begäran om detta till styrelsen senast den 23 mars. Vänligen skicka begäran via e-post till info@azelio.com och börja ämnesraden med ”AGM”. / Shareholders who wish to have a matter considered at the Annual General Meeting must send a written request to this effect to the Board no later than March 23. Please send the request via email to info@azelio.com and start the subject row with “AGM.”
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Azelio respects the UN conventions on human rights and we wish to shoulder the responsibility that we have towards our employees and the communities in which we operate. Azelio complies with the laws and regulations in force in the countries where we are active.
We do not employ individuals who are below the minimum working age. An exception may be made in the case of, for example, apprenticeship schemes, if these are approved by the country concerned. We do not accept forced labor or slave labor in our workplaces, nor any other situations in which persons are forced to work.
All employees and representatives are expected to demonstrate honesty and integrity in their interactions with other employees, customers, suppliers, business partners, organizations and authorities.
Azelio takes a zero-tolerance approach to any kind of corruption, and will work actively to ensure that this does not occur within Azelio or in contexts associated with the company. The term corruption also includes abuse of position for one’s own gain or for the company’s gain, for example through the use of bribes.
Azelio’s management is responsible for regular analysis of the risks of corruption associated with its own business.
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Azelio will comply with all the applicable rules relating to export control, including not trading in contravention of or with individuals against whom there are economic sanctions.
Moreover, Azelio will not trade in or export sensitive goods without the necessary export licenses.
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It is the responsibility of the management team to establish the organization required to ensure that the company’s overall quality work achieves the intended results.
A Total Quality should be systematically followed up at every stage. Total Quality is the assurance of basic foundations such as safety, quality, time, and cost.
Goals, results, and deviations should be visualized and regularly followed up by Azelio’s management. Corrective action should be taken in the event of deviation from expected results.
Azelio shall continuously develop its operations and employees through standardised working methods, and by continuously working with its Quality Management System.
All employees are part of Azelio’s improvement work.
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Azelio is a Swedish cleantech company. We have developed an ingenious long duration energy storage technology, providing dispatchable electricity and usable heat for all hours of the day – with zero emissions and at a very competitive cost.
Azelio
Lindholmsplatsen 1
417 56 Gothenburg
Sweden
Phone: +46 532 100 20
Email: info@azelio.com
© Azelio 2023
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