Corporate governance within Bisnode comprises of the system, consisting of principles, policies, structures and processes, by which the Group is directed and controlled. The aim is to ensure efficient and value-creating decision-making by clearly specifying the division of roles and responsibilities. In the Bisnode Group, governance, management and control are divided between the shareholders, the Board of Directors, the CEO, the Group Management Team and local management teams.
1.1 External rules
As a Swedish public limited liability company, Bisnode Business Information Group AB is subject to a variety of rules that affect its governance. Major external rules include:
1.1.1 The Swedish Companies Act
The Swedish Companies Act contains fundamental rules regarding company organization. The Act stipulates which corporate bodies a company is required to have, the tasks of each of these bodies and the responsibilities of the people within each body.
1.1.2 The Swedish Corporate Governance Code (the “Code”)
The Swedish Corporate Governance Code acts as a complement to the Act by setting higher demands in some areas, but also allows companies to deviate from Code rules if this leads to better corporate governance. As Bisnode is not a listed company, there are no requirements to comply with the code but corporate governance within Bisnode is structured to be aligned with the code where appropriate.
1.2 Internal rules
In addition, to ensure compliance with legal and regulatory requirements, Bisnode has adopted internal rules:
1.2.1 Code of Conduct
Bisnode have a Code of Conduct which summarizes fundamental Group policies and directives and contains rules to ensure that business is conducted with a strong sense of integrity. This is critical to maintain trust and credibility with Bisnode’s customers, partners, employees, shareholders and other stakeholders.
The Code of Conduct contains rules for all individuals performing work for Bisnode, under the staff management of Bisnode or in Bisnode premises, whether as an employee of Bisnode or a subcontractor, or as a private contractor. During recruitment, employees acknowledge that they are aware of the principles of the Code of Conduct. This procedure is repeated during the term of employment. Through this process, Bisnode strives to raise awareness throughout its international operations.
1.2.2. Steering documents
To govern the Bisnode Group three document categories are to be used which are issued on different levels in the company hierarchy:
-Policies are of a general nature and without too many details. Policies state the overall goals and strategies within the company. A policy aims to implement applicable laws and regulations, as well as other requirements. Policies are adopted by the Board of Directors for Bisnode Business Information Group AB which consequently comprises of the entire group. The Board of Directors ought to adopt policies to the extent required by laws and regulations, and where otherwise appropriate.
-Guidelines are detailed rules describing how something shall be done and to the entity, department or process to which it is addressed. Guidelines are adopted by the Group Chief Executive Officer, a member of the Global Management Team, or by anyone appointed by either one of them.
-Instructions are detailed rules or work procedures describing how something could be done. An instruction applies to the addressed function or to a defined process. Instructions shall be adopted by a manager of a function or a process owner.
1.2.3 Approval Authority
Bisnode Group have designed an approval authority that governs which mandates are necessary to have the authority to make certain decisions. This document ensures that no actions is taken without the proper approval and that all significant issues are brought up to the attention of the relevant party.
2 WORK OF THE BOARD OF DIRECTORS
The primary tasks of the Board of Directors are as follows.
-Formulate and adopt Bisnode’s strategy for attaining its overall operating goals
-Review and adopt Bisnode’s annual budget
-Review and submit Bisnode’s annual report and propose the allocation of profit/loss to the Annual General Meeting (AGM)
-Review and monitor Bisnode’s financial development and business situation
3 BOARD COMMITTEES
Bisnode has two board committees; a Remuneration Committee and an Audit Committee.
3.1 Remuneration Committee
The main tasks and responsibilities of the Committee is to review general compensation models and to propose compensation models and levels for senior executives for decision by the Board of Directors.
3.2 Audit Committee
The task of the Audit Committee is to ensure credibility, control and high quality in the company’s financial reporting. The committee’s main areas of responsibility are to:
-Supervise the Board of Directors’ efforts to assure the quality of Bisnode’s financial reporting. This quality assurance shall normally take place through examination of all critical accounting processes and financial reports published by Bisnode.
-The Committee shall deal with matters related to internal control, regulatory compliance, events after the balance sheet date, changes in estimates and judgments and other issues that could affect the quality of the financial reports.
-Maintain continuous contact with Bisnode’s auditor to stay informed about the focus and scope of the audit and to discuss coordination between the independent and internal audits and assessment of Bisnode’s risks.
-Establish guidelines for the non-audit services that Bisnode may procure from the company’s auditor.
-Evaluate the auditor’s performance.