Governance

To create value for owners and other stakeholders, OptiGroup has a structured corporate governance process and a clear division of roles and responsibilities.

Owners

OptiGroup's leading shareholder is FSN Capital VI.

Annual General Meeting

The General Meeting of Shareholders is the highest decision-making body and the Annual General Meeting (AGM) is held once a year in accordance with Article 9 of the Articles of Association.

Board of Directors

According to the Articles of Association, OptiGroup’s Board of Directors is to comprise at least one but not more than eight members and a maximum of six deputies. Endeavours are made to have an even gender distribution and a balance between different types of expertise and experience. 

The Board's work

At the Board meetings, the Board discusses the company’s financial performance and receives an update from the CEO and CFO on the correlation between the performance of the company’s strategy. The Board is also updated at each meeting on activities in M&A.

The Board also has an Audit Committee and Remuneration Committee that hold separate meetings twice a year. The Audit Committee addresses risk, internal control, the financial reporting and audit, while the Remuneration Committee discusses remuneration of senior executives in the company and how the variable portion of remuneration of employees is to be distributed to various functions in the company, for example, employees in sales.

Auditors

The auditors are elected by the General Meeting for a period of one year. For OptiGroup, EY is selected auditing firm with Heléne Siberg Wendin as chief auditor.

CEO and Group management team

The CEO assumes ultimate responsibility for the strategic direction, ensuring that the Board’s decisions are implemented and followed and that the risk management, control, systems, organisation and processes are satisfactory. The CEO is supported in his work by the Group’s Management Team, which in addition to the CEO comprises the CFO, the Senior Vice President M&A and SVP Corporate Development & Communication and the SVP's of the business areas. 

The Group management team holds regular meetings to discuss the earnings trend compared with budget, update forecasts, acquisition issues, the budget process and strategy process, and to make decisions on various matters.

The operational subsidiaries report to the SVP of the business area and each business area has a leadership team overseen by the business area head.

Policies and governance documents

OptiGroup carries out an annual corporate-governance process to ensure that the Group’s policies are reviewed and updated. The company’s policies are divided into three parts: Code of Conduct, operational policies and accounting policies.

The company’s internal control is based on an annual risk analysis, control activities including policies and guidelines, formalized processes for budget and forecast and business reviews. Monitoring takes place by confirming compliance with policies and also analysis of financial results and business reviews.

Senior managers at Group level and in the subsidiaries are responsible for examining and confirming their understanding of and responsibility for, Group policies by:

• Signing and confirming compliance and, where necessary, describing known violations or breaches of guidelines or policies.
• Taking appropriate and necessary measures to ensure that the persons in the organisation who report to them are aware of applicable policies and are informed if changes are made.
• Ensuring appropriate integration of Group policies in local rules, guidelines and processes.
• Ensuring compliance with Group policies and with local rules, guidelines and processes wherever included.

Key operational policies are the financial policy, credit policy, authorisation policy, crisis management policy and whistle-blowing policy. This also includes policies that address electronic media and domains, information security, social media and travel.

Code of conduct policies

OptiGroup’s Code of Conduct forms the foundation of all operations and are based on the principles of the UN Global Compact. To support the Code policies, OptiGroup also uses a number of operational and accounting policies that set the standard for the approach required of management and employees in their day-to-day activities