Environment is capital
Political objectives driving development in Sweden:
2030 A fossil fuel free transport sector
2050 An emissions neutral nation
Good corporate governance aims to create conditions for an active commitment from owners, a clear and well-balanced distribution of responsibilities between owners, board and company management, and to ensure that information about the Company’s commercial market is accurate and correct.
Scandinavian Biogas Fuels International AB (publ) is a Swedish public limited company based in Stockholm. The Company’s goal is to be a leader in large-scale production of biogas and biofertilizer. The Company currently has a leading position in renewable energy and the production of biogas in the Nordic region. Scandinavian Biogas is working to expand the use of biogas as part of the energy mix.
The company has been listed on the market since 2020 and has 30,533,852 outstanding shares. The Company’s shares are traded on the Nasdaq First North Premier Growth Market.
The basis for governing the Company and the group is the Articles of Association, the Swedish Companies Act, further applicable Swedish and foreign laws and regulations as well as internal guidelines and policies. The Company also follows the Nasdaq First North Growth Markets Rulebook and applies the Swedish Code of Corporate Governance (the “Code”). The code applies to all Swedish companies whose shares are listed on a regulated market in Sweden. Nasdaq First North Premier is not a regulated market, but application of the Code is a formal listing requirement set by the marketplace. Any deviations from the Code will be reported in the Company’s corporate governance reports.
Our Corporate Governance reports:
The first Corporate Governance report will be available after the publication of the Annual report 2020.
Articles of Association of Scandinavian Biogas Fuels International AB
Organisation number: 556528-4733
1. Company name
The name of the company is Scandinavian Biogas Fuels International AB. The company is a public company (publ).
2. Registered Office
The Board of Directors shall have its registered office in the municipality of Stockholm.
3. Business activities
The company shall directly or indirectly, in an international market, produce and distribute biogas, and on a commercial basis carry out research, development and spreading of knowledge in the field of biogas production, and thereby engage in associable activities.
4. Share capital
The share capital shall be minimum SEK 30,000,000 and maximum SEK 120,000,000.
5. Number of shares
The number of shares shall amount to a minimum of 15,000,000 shares and a maximum of 60,000,000 shares.
6. Board members and deputy members of the Board of Directors
The Board of Directors shall consist of at least three and up to ten members with up to ten deputy members. Members and deputy members are elected annually at the Annual General Meeting for the period until the end of the next Annual General Meeting.
To review the company’s annual report and accounts and the work of the Board of Directors and the Managing Director not less than one and a maximum of two auditors with a maximum of two deputy auditors, alternatively a registered public audit firm shall be appointed at the Annual General Meeting.
8. Notice to General meetings
Notice of a General meetings is made by publishing in the Official Swedish Gazette (Sw. Post- och Inrikes Tidningar) and by keeping the notice available at the company’s website. At the time of the notice, the company shall, through advertising in Dagens Industri, state that the notice has been given. Notice of Annual General Meeting and Extraordinary General Meetings at which changes to the Articles of Association will be considered shall be issued no earlier than six weeks and not later than four weeks before the meeting.
9. Notification to participate in the General Meeting
In order to participate in a general meeting, shareholders must notify the company not later than on the date specified in the notice convening the general meeting. This date may not be a Sunday, public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and not occur earlier than the fifth workday before the meeting. An assistant may accompany the shareholder only if the shareholder notifies the company of the number of assistants in the manner and time specified for notification of participation in the meeting. The number of assistants shall not exceed two.
10. Annual General Meeting
At the Annual General Meeting, the following matters shall occur:
1. Opening of the Meeting
2. Election of the Chairman of the Meeting
3. Preparation and approval of voting list
4. Election of one (1) or two (2) persons to verify the minutes
5. Consideration of whether the meeting has been duly convened
6. Adoption of the agenda
7. Affirmation of the annual accounts and the auditors’ report and, where applicable, consolidated financial statements and consolidated audit report.
8. Decisions on
a) Adoption of income statement and balance sheet and, where applicable, the consolidated income statement and balance sheet;
b) Appropriation of the company’s profit or loss in accordance with the adopted balance sheet;
c) The Board of Directors’ and the Managing Directors’ discharge from liability.
9. Determination of remuneration to the Board of Directors and auditors;
10. Elections of the Board of Directors and, where appropriate, the auditors;
11. Other matters, which should be addressed at the Annual General Meeting under the Companies Act (2005:551) or the Articles of Association.
11. Fiscal year
The company’s financial year shall be January 1 to December 31.
12. Securities Depository Register
The shares of the company shall be registered in a central securities depository register pursuant to the Swedish Central Securities Depositories and Financial Instruments Accounts Act (Sw. lag (1998:1479) om värdepapperscentraler och kontoföring av finansiella instrument).
Articles of Association adopted at the Extraordinary General Meeting 23 November 2020
Matti Vikkula, President and CEO
President and CEO of Scandinavian Biogas since 2011 (born 1960). M.Sc. in Economics from the Helsinki School of Economics. Chairman of iTaito Oy. Previously management group member at telecom operator Elisa, CEO of Saunalahti, partner at PwC Management Consulting and chairman of Efore Oyj. His holdings in Scandinavian Biogas: 190,000 shares.
”We are now seeing a paradigm shift, with the advantages of liquid biogas becoming increasingly apparent for heavy transports and shipping in the Nordic region. Liquid biogas (LBG) is the key to future biogas growth.”
Anna Budzynski, CFO
Employed since 2019 (born 1979). Chief Financial Officer at Group level. She is responsible for all financial reporting. Formerly CFO at SRV återvinning AB and OKQ8, she has a Master in Economics obtained at Stockholm University. Her holdings in Scandinavian Biogas: 33,500 shares.
Michael Wallis Olausson, Director Business Area Sweden
Employed since 2009 (born 1962). Responsible for Business Area Sweden, including customer and business strategies and development of new business opportunities and collaborations. Formerly Lt. Colonel, Swedish Armed Forces, and management consultant at Deloitte. MBA from the Stockholm School of Economics. His holdings in Scandinavian Biogas: 13,518 shares.
Jörgen Ejlertsson, R&D Director
Professor Jörgen Ejlertsson (born 1965) is a co-founder of Scandinavian Biogas Fuels AB and has been active within R&D since then. Previously he worked as process manager at Tekniska verken i Linköping AB. M.Sc. in Agriculture from the Swedish University of Agricultural Sciences (SLU) in Uppsala and PhD in Environmental Microbiology from Linköping University, where he is a senior lecturer in Water in Nature and Society. His holdings in Scandinavian Biogas: 60,911 shares.
Håvard Wollan, Director Business Area Norway
Employed since 2016 (born 1965). Co-founder and CEO of Biokraft AS. Wollan has over 20 years’ international experience as an entrepreneur, manager, consultant and investor. M.Sc. from the Norwegian University of Science and Technology and MBA from Heriot-Watt University. His holdings in Scandinavian Biogas: 132,186 shares.
Kenny Cho, Director Business Area South Korea
Employed since 2011 (born 1972). Responsible for operations and development of business opportunities in South Korea. MBA from CA University. His holdings in Scandinavian Biogas: no shares.
Board of Directors
Anders Bengtsson, Chairman of the board
Elected to the board 2009 (born 1976). MBA from the Monterey Institute of International Studies, USA. Twenty years’ experience as CEO of small and mid-sized companies and several years’ experience as management consultant (including at Semcon AB). Board member and partner at BTAB Invest, board member of Diös Fastigheter AB and other publicly listed companies. Bengtsson invests in renewable energy and other companies and sits on the boards of several companies. His holdings in Scandinavian Biogas: 275,737 shares (partly through company).
Petra Einarsson, Board member
Elected to the board 2021 (born 1967). MSc in Business and Economics, Uppsala University. Previously president and CEO of the packaging company Billerud Korsnäs. Prior to that, she had a long career with senior positions within the engineering group Sandvik. Board member of Alimak Group. Her holdings in Scandinavian Biogas: no shares.
Sara Anderson, Board member
Elected to the board 2015 (born 1976). M.Sc. in Chemical Engineering from the Royal Institute of Technology in Stockholm. Fifteen years’ experience in working with implementation of and increased use of biogas as a vehicle fuel. Anderson works as a consultant and heads the Sustainable Production Processes section at IVL Swedish Environmental Research Institute. Prior to that she worked as a consultant at 2050 Consulting and was responsible for fuel and energy strategy at Stockholm Public Transport (SL). Her holdings in Scandinavian Biogas: no shares.
Elected to the board 2021 (born 1960). MSc in Geotechnology, chairman in Prefabsystem Syd Entreprenad AB and board member in Österlenskraft, Biogas Ystad Österlen and Gyllebo Red Cross. Prior to that she was CEO for E.ON Gas Sverige AB, VP for OKG AB, chair of E.ON Biofor AB and board member in Energiforsk AB. Her holdings in Scandinavian Biogas: no shares.
David Schelin, Board member
Elected to the board 2017 (born 1965). M.Sc. in Electrical Engineering from Chalmers University of Technology and Columbia Business School. Serves as board member and advisor to several companies. Former CEO of Ragn-Sells AB and COO of Niscayah Group. Schelin has also held senior positions in the telecom sector, most recently as VP Services for Ericsson in Southeast Asia. CEO of Euromaint Rail since 2017 and chairman of re:newcell ab. His holdings in Scandinavian Biogas: no shares.
Håkon Welde, Board member
Elected to the board 2021 (born 1973). Head of M&A and Corporate Ownership at TrønderEnergi AS since 2019 and board member in Midgard Vind Holding AS, Fröya vind AS and chariman of Usma Kraft AS. He as also long experience as board in among other companies Dynavec AS, Vigor AS and Trønderenergi Elektro AS. His holdings in Scandinavian Biogas: no shares.
Lars Bengtsson, Board member and Employee representative
Employed 2015 (born 1963). Studied biogas technology at Halmstad University. Background in industrial and municipal wastewater and water treatment operations. Over ten years’ experience in research and testing of anaerobic wastewater treatment and biological decomposition. His holdings in Scandinavian Biogas: no shares.
Erik Danielsson, Honorary Chairman
Former President and CEO of Pharmacia, is founder of Scandinavian Biogas and was appointed honorary chairman on 26 November 2009.
Danielsson’s experience and drive have contributed significantly to Scandinavian Biogas’s development. He was involved in establishing operations in Sweden and South Korea during his tenure as chairman of the board, and his strong commitment and entrepreneurial spirit were crucial in efforts to move the Company into the next phase in the face of numerous challenges and financial difficulties during the 2008–09 financial crisis.
For more information on the extraordinary general meeting please visit the Swedish website
The Nomination Committee shall consist of members of the three largest shareholders (or group of shareholders) according to the share register kept by Euroclear Sweden AB as of the last banking day in August and of the Company’s Chairman of the Board, who shall convene the Nomination Committee for its first meeting. Prior to the 2021 Annual General Meeting, however, the composition shall be based on the ownership in the Company as of the last banking day in December 2020.
Board members may be members of the Nomination Committee, but shall not constitute a majority of the members of the Nomination Committee. If more than one board member is included in the nomination committee, no more than one of them may be dependent in relation to the Company’s major shareholders. The member who represents the largest shareholder in terms of votes shall be appointed chairman of the nomination committee. The Chairman of the Board or another Board member shall not be the Chairman of the Nomination Committee. If the member who represents the largest shareholder in terms of votes is a board member of the Company, the Nomination Committee shall appoint another member as chairman.
If a member leaves the Nomination Committee before the Nomination Committee’s work has been completed, a member from the same shareholder (or group of shareholders) may replace the member who leaves the Nomination Committee if the Nomination Committee deems this necessary. If a shareholder (or group of shareholders) represented on the Nomination Committee reduces its shareholding in the Company, the member representing such shareholder (or group of shareholders) may resign and, if the Nomination Committee deems it appropriate, the shareholder who is next in turn in voting order, the opportunity is given to appoint a member. If the ownership conditions otherwise change significantly before the Nomination Committee’s assignment has been completed, the Nomination Committee may, if it deems it appropriate, decide that changes be made to the composition of the Nomination Committee. Changes in the composition of the Nomination Committee shall be announced as soon as possible. The composition of the Nomination Committee shall be announced no later than six months before the Annual General Meeting. Prior to the 2021 Annual General Meeting, however, the composition shall be announced as soon as possible after the Nomination Committee has been appointed.
The task of the Nomination Committee is to submit proposals to the Annual General Meeting
a) the chairman of the AGM,
b) board fees and other remuneration for committee work;
c) election of board members,
d) election of the Chairman of the Board,
e) election of auditor and auditor’s fee,
f) changes in the instructions for the Nomination Committee and, where applicable,
g) anything else that according to the Swedish Code of Corporate Governance arrives at a nomination committee.
Remuneration shall not be paid to members of the Nomination Committee. The Company shall reimburse reasonable costs that are deemed necessary for the nomination committee to be able to fulfill its assignment.
The term of office of the Nomination Committee expires when the composition of a new Nomination Committee has been announced.
Nomination Committee additional info
The Nomination Committee currently consists of Jonas Bengtsson as Chairman of the board, Olav Sem Austmo, Jonas Bengtsson and Bengt Kjell as representatives of the three largest shareholders, and Göran Persson is Chairman of the Group board.
Contact with the Nomination Committee is made via the following email address: valberedningen(at)scandinavianbiogas.com