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Board of Directors

The Board of Directors is in charge of the organisation of the company and management of the company's long-term operations. The Board shall also issue guidelines and instructions to the CEO. In addition, the Board shall ensure that the company's organisation in respect of accounting, management of funds and the company's financial position in general includes satisfactory control.

Responsibilities and duties of the Board of Directors

The Board has overall responsibility for the organization and management of Nelly Group. The Board has adopted working procedures for its internal activities that include rules pertaining to the number of regular Board meetings, which issues are to be handled at regular Board meetings, the duties of the Chairman and instructions regarding division of duties between Nelly Group’s Board, the Board’s committees and the CEO.

The work of the Board is also governed by rules and regulations, including the Swedish Companies Act, Articles of Association and Swedish Code of Corporate Governance.

In order to carry out its work more effectively, the Board has appointed a Remuneration Committee and an Audit Committee with special tasks. These committees handle business within their respective areas and present recommendations and reports on which the Board may base its decisions and actions. However, all members of the Board have the same responsibility for decisions made and actions taken, irrespective of whether issues have been reviewed by such committees or not.

The Board has also issued instructions to be followed by the CEO. The instructions require that major investments in fixed assets must be approved by the Board. The Board must also approve major transactions, including acquisitions and divestments or closure of businesses. In addition, the Board has also issued written instructions specifying when and how information that is required for the Board to evaluate the Group’s and its subsidiaries’ financial positions should be reported.

The rules of procedure that are adopted annually by the Board include instructions on which financial reports and what financial information shall be submitted to the Board. In addition to the year-end report, interim reports and the annual report, the Board also examines and evaluates extensive financial information related to both the Group and various entities within the Group. The Board also examines, primarily through the Audit Committee, the most significant accounting policies applied in the Group regarding financial reporting, as well as any key changes to these policies. The Audit Committee is also tasked with examining reports on internal controls and the processes for financial reporting, along with internal audit reports com-piled by the Group’s external function for internal auditing. The Group’s auditor reports to the Board as required, but at least once a year. At least one of these reporting occasions occurs without the CEO or any other member of executive management being present. The Group’s auditor also participates in the meetings of the Audit Committee. The Audit Committee meetings are minuted and the minutes are made available to all Board members and the auditors.

Board of Directors

The Board of Directors of Nelly Group AB (publ) (former Qliro Group AB) comprises six Board Directors. The members of the Board of Directors are Mathias Pedersen (Chairman), Christoffer Häggblom, Louise Nylén, Maj-Louise Pizzelli, Josephine Salenstedt and Stina Westerstad.

Remuneration

The fixed remuneration for the Board work for the period until the close of the 2021 Annual General Meeting amounts (on annual basis) to SEK 450,000 to the Chairman of the Board, and to SEK 200,000 to each of the other five directors of the Board.

Further, the remuneration for the work in the Audit Committee amounts to SEK 75,000 to the Chairman and to SEK 30,000 to each of the other two members of the Audit Committee, to SEK 50,000 to the Chairman and to SEK 20,000 to each of the other two members of the Remuneration Committee.

The remuneration of the Board members is, since 2011, proposed by the Nomination Committee, comprising the Company’s largest shareholders and approved by the Annual General Meeting. The Nomination Committee’s proposals are based on benchmarking of peer group company compensation and company size.

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