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Corporate Governance at BEWI

BEWI aims to maintain a high standard of corporate governance. Good corporate governance strengthens the confidence in the company and contributes to long-term value creation by regulating the division of roles and responsibilities between shareholders, the board of directors and executive management.

Corporate governance at BEWI shall be based on the following main principles:
done All shareholders shall be treated equally
done BEWI shall maintain open, honest, relevant, and reliable communication with its stakeholders about the company’s activities
done BEWI’s board of directors shall be autonomous and independent of the company’s management
done The majority of the members of the board shall be independent of major shareholders
done BEWI shall have a clear division of roles and responsibilities between shareholders, the board and management

General Meetings

The general meeting has the highest authority in BEWI ASA and shall be an effective forum for the shareholders and directors. All registered shareholders have the right to attend general meetings. Notice calling the meeting and supporting documents will be made available in this section, as well as through stock exchange notices to Oslo Børs’ news site Newsweb prior to the meetings.

An extraordinary general meeting was held on 16 November 2020. The notice of and minutes from the meeting, as well as supporting documents can be found here.

Documents related to historical general meetings can be downloaded here:

 Reports & Presentations
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Articles of Association of BEWI ASA

Last amended on 9 December 2020
Downloadable version of the Articles of Association

Articles of Association for BEWiSynbra Group AB (publ)
Registration number 556972-1128

Adopted at the extraordinary general meeting held on 26 October 2018

§ 1 COMPANY NAME
The Company’s name shall be BEWiSynbra Group AB (publ).

§2 REGISTERED OFFICE
The registered office of the company shall be in the municipality of Solna.

§ 3 OBJECTS OF THE COMPANY
The company shall directly or indirectly conduct production, marketing and sales of customer tailor made packaging solutions and isolation materials and to conduct other business compatible therewith and to conduct services within the company group mainly within administration and finance.

§4 SHARE CAPITAL
The share capital of the company shall be no less than SEK 900,000 and no more than SEK 3,600,000.

§5 NUMBER OF SHARES
The number of shares shall not be lower than 125,000,000 and not higher than 500,000,000.

§6 BOARD OF DIRECTORS
The board shall consist of not less than three and not more than seven permanent members without deputy members. The members shall be elected annually at the annual general meeting of shareholders for the period until the end of the following annual general meeting of the shareholders.

§7 AUDITORS
The company shall have one or two auditors with no more than two deputy auditors or a registered accounting firm.

§ 8 NOTICES
Notice to attend a general meeting shall be made by an advertisement in Post- och Inrikes Tidningar and by keeping it available at the company’s website. Simultaneously with such notice the company shall by advertisement in Dagens Industri inform that the notice has been sent.

A shareholder that wishes to participate in a general meeting must be recorded in a printout or other transcript of the share ledger as of five weekdays before the meeting, and notify the company of his/hers intention to attend the meeting no later than on the date stated in the notice of the meeting. Such a date may not be a Sunday, public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and may not occur earlier than the fifth weekday prior to the general meeting.

The general meeting shall be held at the registered office of the board, or in the municipality of Norrtälje, or in the municipality of Stockholm.

§ 9 SHAREHOLDERS MEETING
At the annual general meeting of the shareholders the following matters shall be dealt with:

  • Election of chairman of the meeting
  • Preparation approval of the agenda and approval of voting list
  • Approval of the agenda
  • Election of one or two persons to approve the minutes
  • The question as to whether the meeting has been duly convened
  • Presentation of the annual report and auditor’s report and, if appropriate, the group annual report and the group auditor’s report

Resolutions in respect of:

  • Adoption of the profit- and loss statement and balance sheet and, if appropriate, the group profit- and loss statement and group balance sheet
  • Allocation of the Company’s profit or loss in accordance with the adopted balance sheet
  • The discharge from liability of the directors of the board and the managing director
  • Determination of the number of permanent members of the board and the number of auditors to be elected at the meeting
  • Determination of directors’ and auditors’ fees
  • Election of permanent members of the board, chairman of the board, auditors and, if applicable, deputy board members and deputy auditors
  • Other matters to be dealt with at the meeting pursuant to the Companies Act (2005:551) or the articles of association

§ 10 FINANCIAL YEAR
The financial year of the Company shall be the calendar year.

§ 11 CENTRAL SECURITIES DEPOSITORY REGISTRATION
The company’s shares shall be registered in a central securities depository (CSD) register pursuant to the Central Securities Depositories and Financial Instruments Accounts Act (SFS 1998:1479).

IR Policy

BEWI is committed to communicate with the financial market in a precise and consistent manner.

The investor relations activities will seek to ensure that market participants receive correct, clear, relevant and up-to-date information in a timely manner, taking into account the requirement for equal treatment of all participants in the securities market. BEWI has adopted a separate manual on disclosure of information, which sets forth the company’s disclosure obligations and procedures.

The company has procedures for establishing discussions with important shareholders to enable the board to develop a balanced understanding of the circumstances and focus of such shareholders. Such discussions shall be done in compliance with the provisions of applicable laws and regulations. All stock exchange announcements, half year reports and presentations, other public presentations and press releases are made available on the company’s website www.bewi.com together with other relevant information.

All information distributed to the company’s shareholders will be published on the company’s website at the same time as it is sent to shareholders. BEWI holds open presentations in connection with the financial reporting, and these presentations are broadcasted live via webcast. All relevant dates are published in the financial calendar.

The company has procedures for establishing discussions with important shareholders to enable the board to develop a balanced understanding of the circumstances and focus of such shareholders. Such discussions shall be done in compliance with the provisions of applicable laws and regulations.

All stock exchange announcements, half year reports and presentations, other public presentations and press releases are made available on the company’s website www.bewi.com together with other relevant information. All information distributed to the company’s shareholders will be published on the company’s website at the same time as it is sent to shareholders. BEWI holds open presentations in connection with the financial reporting, and these presentations are broadcasted live via webcast. All relevant dates are published in the financial calendar.