INVESTOR RELATIONS

It's a numbers game

INVESTOR RELATIONS

It's a numbers game

CORPORATE GOVERNANCE

HiQ International AB is a Swedish, public limited liability company with its headquarters in Stockholm.

 

HiQ's BOARD

HiQ's Bord consists of seven members with no deputies.

LARS STUGEMO

Born 1961.
M.Sc. Electrical Engineering, Royal Institute of Technology, Stockholm. President and CEO of HiQ International AB since 2000. Employed since March 1995.
Other assignments: Chairman of the board Kambi Group Plc and member of Avd VI in The Royal Swedish Academy of Engineering Sciences (IVA).

ULRIKA HAGDAHL

Born 1962.
M.Sc. in Engineering Physics, Royal Institute of Technology, Stockholm. Board member since 2012.
Other assignments: Member of the Board of Beijer Electronics AB, Image Systems AB, Starbreeze AB and Sectra.

KEN GERHARDSEN

Born 1952.
M.Sc. Engineering Physics, Linköping Institute of Technology. Board member since 1995. President and CEO of HiQ International AB until February 2000.
Other assignments: Member of the boards of Ymer Technologies and Stockholm Text.

ERIK HALLBERG

Born 1956.
Engineer in Machine Technology. Board member since 2012. Executive Vice President TeliaSonera and board member of TeliaSonera International Carrier AB. Founder and Chairman of the board of Glocalnet 1996-1999, CEO Diners Club Sweden 1990-1994.
Other assignments: Member of the boards for Eurasian countries (Kazakhstan, Uzbekistan, Moldova, Georgia, Tajikistan, Afghanistan, Nepal, Azerbaijan) and Turkey and TeliaSonera International Carrier AB.

JOHANNA FAGRELL KÖHLER

Born 1966.
M. Sc. International Economic and French, Lund University. Board member since 2011.
Other assignments: Chairman of the board of Ekelöw Info Security AB, Glimr AB and FSport AB. Member of the boards of Independent Hotel Group AB and Åkesson & Curry AB.

GUNNEL DUVEBLAD

Born 1955.
Computer Science, Umeå Universitet. Chair of the board since 2016, board member since 2007.
Other assignments: Chairman of the boards of i.e. Team Olivia AB, Global Scanning A/S and Stiftelsen Ruter Dam. Member of the boards of i.e. Dustin, Sweco and PostNord.

RAIMO LIND

Born 1953.
M. Sc. in Economics, Helsinki School of Economics. Board member since 2013. CFO Wärtsilä Oyj 1998-2013, deputy MD since 2005.
Other assignments: Chairman of the board of Elisa Oyj and Evac Group Oy. Member of the board & chairman of the audit committee Nokian Tyres.

 

Auditors selected by the AGM

PwC, auditor in charge Gabriella Hermansson, born 1973. Authorised public accountant. Auditor of HiQ since 2017.

 

MANAGEMENT OF HiQ

LARS STUGEMO

Born 1961.
President and CEO of HiQ International AB since 2 February 2000. 
M.Sc. Electrical Engineering, Royal Institute of Technology, Stockholm.

 

JERKER LINDSTÉN

Born 1971.

Managing director of HiQ Göteborg AB. 
M.Sc. Automation Technology, Chalmers Institute of Technology.

MIKAEL TENG

Born 1964.
Business Development Manager, HiQ International.
M.Sc. Computer Science, Royal Institute of Technology, Stockholm.

PATRIK HOLM

Born 1966.
Managing Director HiQ ACE AB.
M.Sc. Industrial Economics, Institute of Technology, Linköping.

JUKKA RAUTIO

Born 1974.
Managing Director HiQ Finland Oy.
B.Sc in Computer Science, University of Oulu.

FREDRIK MALM

Born 1974.
CFO HiQ International AB.
M.Sc. in Business Administration and Economics, Stockholm School of Economics.

MAGNUS GUDÉHN

Born 1962.
Managing Director of HiQ Stockholm AB.
Bachelor of Science, Royal Institute of Technology, Stockholm.

ANDERS NILSSON

Born 1970.
Managing Director of HiQ Mälardalen AB.
Electronics engineer.

ANNA KLEINE

Born 1973.
Managing Director of HiQ Skåne AB.
Bachelor of Science, Lunds Universitet.

KLAS NYSTRÖM

Born 1955.
Managing Director HiQ Karlskrona AB.
Naval officer, Military Academy, Stockholm.

MAGNUS GENS

Born 1975.
Business development, HiQ International. 
Master of Science in Vehicle Engineering, Royal Institute of Technology, 2001. 

 

CORPORATE GOVERNANCE GUIDELINES

The following guidelines concerning remuneration payable to officers of the company were accepted at the 2012 AGM:

The board of directors proposes that the guidelines accepted at the 2011 AGM should continue to apply unchanged. Remuneration paid to the CEO and others in the company's management shall consist of a fixed remuneration, possible variable compensation, pension and any other customary benefits. The total sum paid must reflect market levels of compensation and the terms and conditions of payment shall reward good performance as well as give equal incentive for both the shareholders and the individual.

Fixed Compensation

Remuneration in the form of fixed compensation is to be paid in proportion to the officer's experience, responsibility and competence.

Variable Compensation

Variable compensation is to be paid in proportion to the officer's responsibility and competence. Additionally, compensation is to be both capped and based on the achievement of goals that correspond with shareholders' long-term interests. The variable compensation shall, whenever applicable, be based on quantitative and qualitative goals.

The company's cost for the variable compensation paid to the CEO and other company management is to amount to between zero and 100 per cent of the total sum of fixed remuneration paid, in line with goal-achievement.

The board proposes that the CEO and other company management in the same manner be given the right to participate in stock option plans as other staff and in accordance with the proposal the board submits at the AGM, as well as to receive any subsidised premium on the same terms as other HiQ employees.

Pension

HiQ offers its employees a premium-based pension scheme with the right to receive a pension payment from 65 years of age. Variable compensation paid is not pensionable. Retirement benefits are to be limited to 35 per cent of the amount of fixed compensation paid and to a maximum of approximately SEK 400,000 per annum and per employee.

Additional Benefits

Additional benefits provided by HiQ consist of conventional benefits given in accordance with local custom.

Termination of Employment and Severance Payment

With regard to the CEO, a mutual period of notice of six months will apply should either the company or the CEO choose to terminate the CEO's employment. Should the company choose to terminate the CEO's employment, a severance payment equivalent to ten month's salary is to be paid. Should the CEO choose to terminate his/her employment, then salary payable and other benefits are to be paid for a period of four months after employment ceases, during which time a non-compete clause will apply. In the case of the termination of the employment of other management, a mutual period of notice of three to six months will ordinarily apply.

The CEO determines the amount of remuneration payable to management. The amount of remuneration payable to the CEO is to be determined by the board.

The board may deviate from these guidelines in isolated cases if special reasons for doing so exist.

INFORMATION

The company's governance is based on the Swedish Companies Act, articles of association, the obligations associated with its listing on the NASDAQ OMX Nordic Exchange Stockholm, the Swedish Code of Corporate Governance and other applicable laws and regulations.

Corporate governance includes a set of rules and a decision-making hierarchy designed to ensure the controlled and efficient management of the company's operations, in order to meet shareholders' requirements for return on invested capital. Increased openness and transparency provide good insight into the company's operations, which contributes to effective governance. Corporate governance in Sweden has traditionally been regulated by law. In addition, industry self-regulatory bodies regularly present various regulations relating to corporate governance.

Detailed information about the Swedish Code of Corporate Governance is available at www.bolagsstyrning.se. HiQ aims to achieve a high standard through the clarity and simplicity of its management system and governing documents. Governance, management and control of HiQ is divided between the shareholders at the AGM, the Board of Directors and the auditors in accordance with the Swedish Companies Act and the Articles of Association.

Governance reports:

 

SHARE PROGRAMMES/ WARRANT DATA

 

From 1998 to 2017 HiQ has implemented a number of share programmes for its employees for the purpose of attracting, retaining and motivating staff members. The programmes are all based on warrants. The programmes were divided into sub-programmes in order to allow warrants to be offered to new employees on an ongoing basis. The terms of the outstanding programmes are three years.

NAME No of outstanding warrants No of underlying shares Term Subscription period Price/share
2014:2 178 688
178 688
3 years Nov 2017
38,20
2015:1 355 000
355 000
3 years May 2018
42,80
2015:2 283 200
283 200 3 years Nov 2018
49,20
2016:1 420 000
420 000 3 years May 2019
50,30
2016:2 422 500
422 500 3 years Nov 2019
58,20
2017:1 670 000
670 000 3 years May 2020
60,90

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