Corporate Governance

The aim of corporate governance is to ensure systematic risk management and sustainable value creation for shareholders through good control and a sound corporate culture.

To ensure that the company is managed efficiently, the division of responsibilities between the company’s decision-making bodies is clear.

For Ocab, good corporate governance means that the company is managed in a sustainable, responsible and efficient manner to create long-term value for all stakeholders. Corporate governance at Ocab is based on Swedish laws and regulations and on the rules and practices that apply to Swedish companies.

In the countries in which Ocab operates, the company complies with the legislation that applies locally. In addition to the external regulatory framework, there is an internal regulatory framework with a number of Group-wide governance documents, the most important of which are the Articles of Association adopted by the AGM, the Board’s rules of procedure and the Board’s instructions for the CEO.

Moreover, a large number of internal policies are applied at Group, national and company levels, as well as instructions and delegations that clarify responsibilities and authorities in various areas. The corporate governance structure is summarised in the illustration to the right.

Shares and shareholding

The share capital at the end of December 2023 amounted to SEK 234,155 divided into 1,697,694,525 shares, 100% of which are owned by Olympus MidCo II AB.

Ocab Group Holding AB is the parent company of Oleter Group AB, which operates under several brands in Sweden, Norway and Denmark under the collective name Ocab. The main shareholders since 2021 are funds advised by KLAR Partners Limited (‘KLAR Partners’ or ‘KLAR’). KLAR Partners is an independent private equity firm focusing on investments in medium-sized companies in the business services and industrial technology sectors, primarily in the Nordic, Benelux and DACH regions.

Annual General Meeting

The Annual General Meeting (AGM) is the highest decision-making body under the Swedish Companies Act. All shareholders have the opportunity to attend and vote at the AGM. The AGM deals with matters such as the annual report, dividends and the election of the Board of Directors and auditors.

The 2023 AGM passed the following resolutions:

  • election of Board members and the Chair of the Board of Directors the company’s available profits are to be carried forward

  • election of auditor

An Extraordinary General Meeting was held in autumn 2023, at which Erik-Jan Jansen was elected as a new Board member and Alex Kulikowski left the Board.

External auditors

The company’s external auditors are appointed by the AGM. The task of the auditors is to examine the administration of the company by the Board of Directors and the CEO on behalf of the shareholders and to ensure that the annual report has been prepared in accordance with applicable laws and regulations. The 2023 AGM resolved to elect Ernst & Young AB as auditor for the period until the end of the 2024 AGM. In addition to auditing, Ernst & Young provided advice during the year, mainly on tax matters. In 2023, remuneration to auditors totalled SEK 5.0 million (4.0). See also Note 6 - Fees to auditors.

Board of Directors

According to the Articles of Association, the Board of Directors must consist of a minimum of one and a maximum of ten ordinary members elected by the AGM. The Board of Directors is elected annually at the AGM. The Articles of Association contain no other provisions on the appointment or dismissal of Board members.

The Board of Directors is responsible for ensuring that the company’s organisation is appropriate and that operations are conducted in accordance with the Articles of Association, the Swedish Companies Act and other applicable laws and regulations. The Board must perform the work of the Board jointly under the direction of the Chair.

Rules of procedure are adopted annually to clarify the Board’s work and decision-making procedures. They also regulate the convening, agenda and minutes of Board meetings, and the Board’s work on accounting, auditing and remuneration issues. The rules of procedure also set out how the Board will obtain information and documentation to support its work and enable it to make informed decisions.

An inaugural Board meeting is held immediately after the AGM. The Board of Directors must subsequently hold at least six meetings per calendar year. Each ordinary Board meeting follows the agenda set out in the Rules of Procedure, which includes the CEO’s report, financial reports, investments and strategic issues. Before the meetings, members receive written material about the issues to be discussed and information about sustainability. The Board also adopts annual instructions for the CEO.

Jo Lunder | Chair of the Board of Directors

Born in: 1961

Member of the Board since: 2022

Experience: Formerly CEO of Vimpelcom, John Fredriksen Group and Atea, Deputy CEO of Ferd and COO of Telenor Mobile.

Other important positions: Board member of Canica Holding, Element Logic Holding, Deepocean Group Holding. 


Petter Darin | Board member

Born in: 1985

Member of the Board since: 2021

Experience: Formerly at Triton and UBS.

Other important positions:  Klar Partners. 

Carl Johan Falkenberg | Board member

Born in: 1975

Member of the Board since: 2021

Experience: Formerly at Triton, Credit Suisse and ABB.

Other important positions: Klar Partners.

Bo Ingemarson | Board member

Born in: 1950

Member of the Board since: 2021

Experience: Formerly a Board member of Anticimex, IntrumJustitia, Munters, Hufvudstaden. CEO of if Skadeförsäkring, Deputy CEO of Swedbank, Skanska and Boliden

Other important positions: Board member of Probitas and Derbo management.  

Erik-Jan Jansen | Board member

Born in: 1965

Member of the Board since: 2023

Experience: Former President of Polygon and COO Europe of Securitas.

Other important positions: Chair of the Board of Directors of ITS Kanal Services.


Georgios Karathanasis | Board member

Born in: 1971

Member of the Board since: 2021

Experience: Formerly active in Ocab and NHS/MCM.

Other important positions: Chairman of the board in GK-Invest & fastighets and board member of Swoosh.

Kristofer Runnquist | Board member

Born in: 1976

Member of the Board since: 2021

Experience: Former partner at AAC Capital partners.

Other important positions: Board member of Swoosh and MAILIT Innovation.

Operational units and Group functions

Ocab operates in Sweden, Norway and Denmark. The country structure is the primary division for governance, monitoring and reporting.

The organisation is decentralised and business decisions are largely taken locally close to the customer. The company has its origins in small, often family-owned, entrepreneurial businesses that gradually developed a single offer and common support functions.

The decentralised structure means that local managers take great responsibility for their operations in terms of business, social and environmental sustainability. There is a well-defined accountability structure with regular reporting and follow-up. Each unit is responsible for maintaining good internal control and for identifying and managing risks in its area.

The Group functions support the business and Group management in various areas and are responsible for ensuring that risk management and internal control processes are in place and functioning.

CEO

The Board of Directors has delegated the operational responsibility for the Company and its management to the President and Chief Executive Officer (CEO), who manages operations within the frameworks and guidelines established by the Board. The CEO’s operational responsibility includes making decisions about the organisation’s impact on people, the environment and the economy.

The division of labour between the Board of Directors and the CEO is governed by written instructions which are adopted annually by the Board. The CEO appoints the Group management, which, with the CEO, is responsible for day-to-day operations. This responsibility includes setting operational objectives, allocating resources and monitoring performance, as well as preparing proposals for investments, acquisitions and divestments in accordance with the Board’s written instructions. The evaluation of the President’s performance is discussed at a Board meeting without the presence of the company management.

In addition to the Group CEO, the Group’s management team consists of the CEO for each country, the CFO and the M&A officer. The Group management meet monthly in person or by videoconference.

Matters handled during the year include the company’s acquisition strategy, leadership development, digital strategy, governance and reporting, country strategies, energy prices, performance monitoring and forecasts, targets and target monitoring, the market situation, ongoing business, the status of Group-wide projects, recruitment and other pressing issues.

  • Control environment

    The basis for internal control relating to financial reporting is the company’s organisation, the company’s decision-making processes and the allocation of responsibilities and powers as communicated in the governing documents. These documents include the Articles of Association, the rules of procedure of the Board of Directors, the instructions for the CEO, the Code of Conduct, the company’s business plan, policies, the terms of reference of the investment committee, process descriptions and manuals. The aim of the company’s internal control work is to identify and manage risks. All internal governance documents are reviewed annually and updated as necessary, for example in the event of amendments to legislation, accounting standards or listing requirements.

  • Risk assessment

    The risks of misstatement in the financial reporting are assessed annually by the company’s Board of Directors and management team and by its external auditors. The company has an established risk management process. Working with various departments, the CEO is responsible for ensuring that the company has structured risk mapping for all its activities. The company’s sustainability risks are presented in the Materiality Matrix. Other operating risks are divided into four main types: Strategic Risks, Operational Risks, External Risks and Financial and Regulatory Risks.

  • Control activities

    Based on the risk analysis, control activities are designed to manage the significant risks identified in terms of the economy, but also in terms of the environment and people. The control activities are both preventive, i.e. measures aimed at avoiding losses or misstatements in reporting, and detective. The controls are also designed to ensure that misstatements are corrected.

  • Information & Communication

    Governing documents exist at Group, national and company levels. The Board of Directors or the CEO approves all overarching policies. The Group CEO is responsible for ensuring that policies are updated and implemented throughout the organisation. Governing documents such as the Code of Conduct, policies, process descriptions and manuals are reviewed annually and made available via the company’s intranet.

Focus areas