Corporate Governance

Net Entertainment NE AB is a Swedish public limited liability company listed on Nasdaq OMX Stockholm. The basis for the company’s management, leadership, and control by shareholders, the Board of Directors, and the CEO are applicable external laws and rules, as well as internal regulations such as policies and instructions. The most prominent laws and regulations are the Swedish Companies Act, the Swedish Code of Corporate Governance (”the Code”), Nasdaq OMX Stockholm’s listing requirements as specified in ”Rules for issuers”. Also, the articles of association have a central role in the corporate governance by defining the company’s name, the domicile of the Board of Directors, business direction, information concerning share capital and voting rights for shares, as well as how conversion of A-shares to B-shares may occur.

Due to legislative amendments, a corporate governance report is a legal requirement for all Swedish companies whose shares are traded on the Swedish regulated market and whose fiscal years begin after 28 February 2009, i.e. Net Entertainment from the fiscal year 2010. The company’s auditor shall review the corporate governance report. An additional legal requirement is that the audit committee shall have an independent member who also has accounting or auditing skills.

The Swedish Companies Act contains basic rules about a limited liability company’s organisation. The Code has the purpose of providing guiding rules for good corporate governance, and supplementing the legislation in a number of areas. The Annual Accounts Act places requirements on how corporate governance reports shall be created. The Code allows for companies to deviate from these rules if, in individual cases, it can be considered as leading to better corporate governance for the company (according to the principle ”comply or explain”). If a company finds that a certain rule or recommendation in the Code is not appropriate to comply with in regards to the company’s special circumstances, the company may deviate from this rule, provided that the deviation is reported and justified, and that the chosen alternative solution is specified