The Board has prepared a set of guidelines that govern its work: instructions that define the division of responsibilities between the Board of Directors and the Chief Executive Officer that outlines their duties and reporting responsibilities, as well as providing clear instructions for financial reporting. These guidelines are reviewed on an annual basis.

The Board has considered whether to establish separate committees for auditing and remuneration. Given the size and scope of the Company’s operations, the Board is of the opinion that these issues are of such importance that they should be considered and decided upon by the Board in their entirety and that this can be done so effectively. The application of the corporate governance code has been broadened to include all companies whose shares are admitted for trading on regulated markets in Sweden. First North Growth Market of the Nasdaq Stockholm does not constitute a regulated market, and the Company is therefore under no obligation to follow the Code. However, the Company does continually follow developments in this area, and adheres to sections of the Code that may be deemed relevant.

Organisational structure

PowerCell is the parent company in a company group with two subsidiaries in Germany and China

PowerCell currently has an organisation consisting of about 40 people. The management team consists of the acting CEO also with the duties as CFO, the CTO, the Director Sales & Aftermarket, the acting COO & the Director Product Development. All central functions are located in Gothenburg, Sweden.

Corporate governance and board representation

PowerCell’s board and management team operate an active corporate governance policy, and the company’s larger shareholders are represented on the board.

Board committees

The Board of PowerCell has appointed an Audit Committee and a Remuneration Committee. The Audit Committee monitors the efficiency of the company’s risk management, internal control and internal audit. The Remuneration Committee prepares resolutions on issues relating to remuneration principles, terms and conditions, for the acting CEO and the management team.

The Board’s work

PowerCell’s board currently consists of seven members, including the chairman. PowerCell’s current board has three deputies. All board members’ terms run until the end of the following annual general meeting.

The board’s work is governed by corporate legislation, the company’s articles of association, and the guidelines set out by the PowerCell board. The company’s guidelines stipulate, among other things, the division of responsibilities between the board and the acting CEO. The board always proposes the principles for remuneration of the acting CEO.

At board meetings the board discusses the future development of the company, quarterly reports, budgets, financing, as well as conducts the usual monitoring of company operations. The company’s auditor participates every year in the meeting during which the annual accounts are approved and accepted.