The board's duties

The board bears ultimate responsibility for the company's organization and the management of the company's operations, which must be in the interest of the company and all shareholders.

Some of the Board’s main tasks include managing strategic issues relating to the company’s operations, financing, business establishments, growth, results and financial position, and continuously evaluating the company’s economic position. The Board also ensures that there are effective systems for monitoring and controlling the company’s activities and that the company’s information is transparent, accurate, relevant and reliable.

Composition of the Board

According to Starbreeze’s Articles of Association, the Board of Directors must consist of a minimum of three and a maximum of eight Directors with a maximum of two alternates. Directors are normally elected annually at the AGM to serve until the end of the next AGM, but additional Directors may be elected during the year at an EGM.

The Nomination Committee has made the assessment that Jürgen Goeldner, Anna Lagerborg, Thomas Lindgren, Christine Rankin and Jon Gillard are independent in relation to the company and its management as well as its major shareholders. The composition of the Board therefore meets the independence requirements set out in the Code.

Board Chair

The Board Chair has numerous responsibilities, including directing the work of the Board and ensuring that the Board operates effectively and fulfills its duties. Through their contacts with the CEO, the Board Chair continuously receives the necessary information to follow the company’s position, financial planning and development. The Board Chair also liaises with the CEO on strategic issues and ensures that the Board’s decisions are implemented effectively

The Board Chair is responsible for liaising with shareholders on ownership issues and for communicating the views of shareholders to the Board. The Board Chair is elected by the General Meeting.

The Board’s working methods

The Board follows written rules of procedure which are reviewed annually and adopted at the inaugural Board meeting following the AGM. The rules of procedure regulate matters such as the Board’s working methods and tasks, decision-making procedures within the company, the Board’s meeting procedures, the Board Chair’s tasks and the division of tasks between the Board and the CEO. Financial reporting instructions and instructions to the CEO are also set at the inaugural Board meeting.

Board committees

The Starbreeze board has established two committees; audit committee and remuneration committee. The board has adopted rules of procedure for both committees.

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