CONTENTS

ABOUT EWORK

SUSTAINABILITY

GOVERNANCE

FINANCIAL STATEMENTS

SUSTAINABILITY NOTES

OTHER

Corporate Governance Report

Ework Group AB

Ework Group AB (publ) is a Swedish-registered public limited company based in Stockholm. The company delivers professional services in the fields of IT, telecoms technology, and business development. The company has been listed on Nasdaq Stockholm since February 2010.

The governance of the Group is based on the Articles of Association, the Swedish Companies Act, Nasdaq's rules for issuers, including the Swedish Code of Corporate Governance (the Code) and other applicable laws and regulations. Ework complies with the Code apart from stipulations governing the Nomination Committee. Deviations from the Code are explained in detail below. For more information about the Code, see www.bolagsstyrning.se. There were no violations of applicable stock exchange rules.

The share and shareholders

At the end of the year, Ework had 17,287,275 shares outstanding divided among 6,631 shareholders (6,254). All shares carry one vote and represent equal participation in the company's assets and earnings. Three shareholders hold over 10 percent of the company's shares each: Investment AB Arawak with 6,813,691 shares (39.4 per- cent), Försäkringsaktiebolaget Avanza Pension with 3,198,989 shares (18.5 percent) and Protector Forsikring ASA with 1,737,682 shares (10.1 percent).

General Meeting

The General Meeting is the chief decision-making body within Ework, where the shareholders exercise their

influence through discussions and resolutions. All shareholders who are listed in the share register five days prior to the General Meeting are entitled to participate either personally or via a proxy. Notification must be made to the company as set out in the convening notice. Ework's ordinary Annual General Meeting, its AGM, is held in Stockholm within six months of the end of the fiscal year. The convening notice is published in the Swedish daily newspaper Svenska Dagbladet, Post- och Inrikes Tidningar and on the company's website, www.eworkgroup.com. The AGM passes resolutions on matters including the adoption of income statements and balance sheets, dividend, discharging the Board of Directors and CEO from liability, election of Board members, Chairman of the Board, and where applica- ble, auditors, as well as remuneration for the Board and auditors, the principles for remunerating senior managers and other key issues.

Ten shareholders representing 46.8 percent of the votes in the company participated at the 2022 AGM. All Board members attended, including the Chairman of the Board, auditor, CEO and CFO.

The 2022 AGM passed the following resolutions:

  • The Meeting adopted the proposal put forward by the Board of Directors that a dividend of SEK 5.00 per share shall be paid to the company's sharehold- ers, with a record date of May 4, 2022. The dividend was disbursed through Euroclear Sweden AB on May 9, 2021.
  • The AGM resolved that Ework's Board of Directors shall consist of six members: Staffan Salén, Erik Åfors, Frida Westerberg, Magnus Berglind, Mernosh

Saatchi and Johan Qviberg. Staffan Salén was re-elected as Chairman of the Board. Audit firm KPMG AB was elected as auditor, with Authorized Public Accountant Helena Nilsson as Auditor in Charge. All in compliance with the Nomination Committee's proposal.

  • The AGM approved the Nomination Committee's proposed fees for Board members not employed by the company of SEK 167,000 for each Board member and SEK 334,000 for the Chairman.
  • The AGM approved the Nomination Committee's proposal of an unchanged fee policy, namely that the auditors shall be paid as invoiced and as per quotation approved.
  • The AGM resolved to approve the Board's remu- neration report in respect of 2021.

Nomination Committee

The main duty of the Nomination Committee is to

propose­ Board members, the Chairman of the Board and auditors, as well as their fees, so that the AGM can make informed decisions. Ework's Nomination Committee is appointed by its three largest share­ holders. In a departure from the Swedish Code of ­Corporate Governance's rules 2.3 and 2.4, two Nomination Committee members, i.e. a majority, are Board members, and one Board member has also served as Chairman of the Nomination Committee, while both these members are non-independent of the company's major shareholders. The justification for this is that Ework is a high-growth company whose success is based on a strong entrepreneurial commitment from its founders and principal owners.

ANNUAL AND SUSTAINABILITY REPORT 2022 > 46

CONTENTS

ABOUT EWORK

SUSTAINABILITY

GOVERNANCE

FINANCIAL STATEMENTS

SUSTAINABILITY NOTES

OTHER

Ework Group AB

A Nomination Committee has been appointed in accordance with this, with the following members:

  • Magnus Berglind, Chairman with own holding and holding via endowment policy
  • Staffan Salén, appointed by Investment AB Arawak
  • Dag Marius Nereng, appointed by Protector Forsikring ASA

The Nomination Committee has access to the appraisal of its work conducted by the Board and ensures that the Board has an expedient composition in terms of skill and experience. A special emphasis is placed on the avoidance of any discriminatory selection of members on basis of age, sexual orientation, gender or religious belief, for example. In this respect, the Nomination Committee has decided to adopt the Swedish Code of Corporate Governance 4.1 as its diversity policy. The Nomination Committee's proposals are published coincident with the notice convening the AGM and are also available on the company's website. The Nomination Committee's term of office extends until the appointment of a new Nomination Committee. No fees have been paid for work in the Nomination Committee.

Board of Directors

Ework's Board of Directors is elected annually by shareholders at the AGM. The Board is the link between the shareholders and the company's management, and is of great importance in the process of developing Ework's strategy and business operations.

The Board's duty is to manage the company's affairs optimally on behalf of the owners and to protect the

interests of shareholders. The Board's responsibilities are prescribed in the Swedish Companies Act and the Swedish Code of Corporate Governance. The Board's rules of procedure, which are adopted annually, set a framework for its work. Ework's Articles of Association are available on the company's website. In compliance with the Articles of Association, the company's Board is to consist of not less than three (3) and not more than eight (8) ordinary members, with no deputy members. Members are elected annually at the AGM for the period until the end of the next AGM. Ework's Board consists of six ordinary members representing a broad range of commercial, technical and communication skills.

The 2022 AGM elected the Board as indicated in the table below. The Chairman leads the work of the Board and has special responsibility for monitoring the com- pany's progress between Board meetings and ensuring that Board members regularly receive the necessary information to work satisfactorily. The Chairman maintains contact with the CEO. Prior to Board meetings, the Chairman and the CEO make sure that the agenda and decision support data are prepared and sent to members one week prior to each meeting. The Chairman is also responsible for ensuring that the Board's work is appraised and that the Nomination Committee receives the results of this appraisal.

The work of the Board

During the 2022 fiscal year, the Board held 14 meetings where minutes were taken, one of which was the Board meeting following election coincident with the AGM.

The work of the Board follows rules of procedure,

adopted annually at the Board meeting following elec- tion. The rules of procedure establish the division of responsibilities between the Board and executive man- agement, the responsibilities of the Chairman and the CEO, as well as the presentation of financial state- ments. The CEO made presentations to the Board but is not a Board member. The Board has appointed the Group's Chief Legal Officer as Secretary. The Board is quorate when at least four members are present. Minutes of the previous meeting are discussed at each scheduled Board meeting, as well as operations since the previous meeting and the company's financial position and earnings trend. The Board is kept continuously informed in writing about business operations and external matters that are of importance to the com- pany.

In 2022, the Board paid particular attention to the following issues:

  • sales work, growth, profitability and new markets
  • new client offerings
  • the cost trend in the company

The Board also held a two-day meeting focusing solely on the Group's position and strategy. Management also attended this meeting. In order to ensure insight and control, every year the Board is granted an opportunity to state its views on the auditor's planning of the scope and focus of the audit. In addition, the auditors are given access to the Board and Board meetings whenever the Board or auditors consider this is required. The work of the Board is appraised annually. The Board discussed its appraisal at a meeting in February 2022.

ANNUAL AND SUSTAINABILITY REPORT 2022 > 47

CONTENTS

ABOUT EWORK

SUSTAINABILITY

GOVERNANCE

FINANCIAL STATEMENTS

SUSTAINABILITY NOTES

OTHER

Ework Group AB

Fees to the Board

The 2022 AGM resolved that the Chairman of the Board should receive SEK 334,000 and that Board members should each receive fees of SEK 167,000. The total for Board fees at Ework for 2022 was SEK 1,161,000 (1,288,000).

Remuneration Committee

The Remuneration Committee members are Staffan Salén, Magnus Berglind and Frida Westerberg, and it is responsible for consulting on the Board's proposal to the AGM on guidelines for remunerating the CEO and other senior managers. The CHRO reports to the Com- mittee, but does not participate on matters relating to the role of the CHRO.

The Remuneration Committee's duties include:

The Audit Committee's duties include:

  • preparing and quality assure the financial state- ments
  • monitoring the effectiveness of internal controls, including risk management in respect of financial reporting
  • monitoring the external audit and appraising the work of the external auditors
  • assessing the objectivity and independence of the external auditors.

Auditor

The 2022 AGM elected the accounting firm KPMG AB, with Authorized Public Accountant Helena Nilsson as Auditor in Charge, for the period until the 2023 AGM, to audit the annual accounts and consolidated accounts

and the administration of the Board of Directors and Chief Executive Officer. The auditors report their observations­ at the Board meetings in February after completing their review of selected processes and procedures and a summary review of the accounting records in the third quarter, and the annual financial statements.

CEO and executive management

CEO and President Karin Schreil is responsible for operating activities. The Board has prepared instructions for the CEO that clarify duties and responsibilities, as well as the framework of the CEO's authority to ­represent the company. The CEO has no significant shareholdings or partnerships in companies with which the company has material business relationships.

  • consulting on and evaluating guidelines for
    remunerating­executive management
  • consulting on and evaluating the objectives and principles governing variable remuneration
  • consulting on and evaluating Ework's incentive programs.

Audit Committee

The Audit Committee members are Staffan Salén, Magnus Berglind and Erik Åfors, and it held two meetings during the year. The main duty of the Audit Committee is to monitor the processes for preparing Ework's financial reporting and internal controls to ensure the quality of external reporting.

Independent

Independent

of largest

Attendance,

Name

Position

Born

Elected

of company

shareholders

of 14

Shares

Warrants

Staffan Salén 1)

Chairman

1967

2003

yes

no

14/14

5,873,402

0

Magnus Berglind

Member

1970

2000

yes

no

14/14

36,667

0

Mernosh Saatchi 2)

Member

1979

2016

yes

yes

12/14

6,000

5004)

Erik Åfors 3)

Member

1960

2014

yes

no

14/14

940,289

0

Johan Qviberg

Member

1981

2014

yes

yes

14/14

114,160

0

Frida Westerberg

Member

1975

2021

yes

yes

14/14

1,991

5004)

Dan Berlin 5)

Member

1955

2004

yes

yes

4/5

110,887

0

  1. Staffan Salén's holdings with family and through company.
  2. Mernosh Saatchi's holdings through company.
  3. Erik Åfors' holdings through company.
  4. Each warrant provides entitlement to purchase 100 shares in the company. The warrants are issued by the company's main owner, Investment AB Arawak.
  5. Dan Berlin resigned from the Board at the AGM on May 2, 2022.

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CONTENTS

ABOUT EWORK

SUSTAINABILITY

GOVERNANCE

FINANCIAL STATEMENTS

SUSTAINABILITY NOTES

OTHER

Ework Group AB

The CEO of Ework has appointed an executive management group that consists of the EVP/CFO, CQDO, CIO, CHRO, CLO, CMCO, the Heads Service Lines, and the Heads of Market Units. The work of the management team focuses on addressing the market, sales, skill development and fundamental values, as well as questions regarding strategy, following up on results and business development. Management's duties also include investments, general projects, financial report- ing, strategic communication as well as security and quality. No member of management has significant shareholdings or partnerships in companies with which the company has material business relationships.

Incentive program

An extraordinary general meeting on December 20, 2022 resolved, in accordance with the proposal of the Board, that Ework would offer senior managers and other key personnel in the Ework Group the opportunity to acquire up to a total of 200,000 subscription warrants as part of the 2023/2026 incentive program. The subscription warrants offered in the incentive program, upon full exercise, correspond to a total dilu-

tion effect of roughly 1.1 percent of the share capital and number of votes in the company.

The remuneration principles for senior managers are described in note 5 on pages 73-74.

Internal controls and risk management

Internal controls should ensure that the company's strategies and targets are monitored, and that share-

holders' investments are protected. Internal controls are also designed to ensure that information presented to the stock market is reliable, relevant and consistent with generally accepted accounting practice, and that laws, ordinances and other requirements of listed companies are observed Group-wide. The Board of Ework has delegated practical responsibility to the CEO, who has in turn allocated responsibility to the rest of the management team and to managers in subsidiaries. Control activities are conducted at all levels of the organization. Monitoring is an integrated component of ongoing management work. The cornerstones of Ework's system of internal controls are its control envi- ronment, risk assessment, control activities, information and communication and monitoring.

Control environment

The basis for internal controls within Ework are the Board's decisions on its organization, authorizations and guidelines. The Board's decisions have been translated into effective management and control systems by executive management. Organization, decision paths, authorizations and responsibilities are documented and communicated in governing documents such as internal policies, manuals and codes. The basis for the internal controls is also included in the Group- wide accounting and reporting instructions, instructions for authorizations and approval lists and manuals. The Group reporting system for integrated financial and operational information is also a central part of the control environment and internal control. The inte-

grated reporting of financial and operational information ensures a sound business platform for external financial reporting. In addition to information on results, reporting also includes regular rolling fore- casts.

Risk assessment and control activities

The financial position and progress of the results of operations in Ework's business model are based on client orders being matched against production costs. Matching takes place in Pointbreak, Ework's proprietary order and project management system, where all assignments are recorded. Each individual revenue and expense item is reconciled against contracts registered in Pointbreak. Accrued revenues are verified by the client before expenses for professional services are accepted. Finally, transactions from Pointbreak are transferred to business accounting. There are policies and guidelines for the preparation of its financial reporting, as well as automated controls in the system, and a manual reasonableness assessment of flows and amounts. Management regularly assesses which new financial risks and risks of misstatement have arisen in the preparation of financial reporting. This assessment is performed with reference to transaction flows, staffing and control mechanisms.

The focus lies on misstatements in financial reporting in respect of significant income statement and balance sheet items of high amounts as well as areas where there is a risk of significant consequences in the event of possible misstatements. The Board's opinion is

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CONTENTS

ABOUT EWORK

SUSTAINABILITY

GOVERNANCE

FINANCIAL STATEMENTS

SUSTAINABILITY NOTES

OTHER

Ework Group AB

that Ework's operations and scope within the framework of a qualified system and in a well-known geographical market do not require an internal audit ­function. The Board conducts a fresh appraisal of this matter each year.

Information and communication

Ework's overall financial organization is centralized in Stockholm, which allows for the effective management of financial reporting. To ensure the quality of the financial statements, frequent discussions are held between Corporate Finance and the various operational units. Ework has a Communication Policy in order to ensure good communication with the capital markets. This policy stipulates the information to be communicated, by whom, and how.

Monitoring

Ework continuously monitors compliance with the company's rules and guidelines and keeps the Board informed about this. This is coincident with the accounting reports that the Board of Directors receives monthly. The content of this financial information is expanded for interim reports, which are always preceded by a Board meeting at which the Board approves the report. With the organization and working methods reviewed above, the company believes the internal control over financial reporting is appropriate in terms of the company's operations. On this basis, the Board of Directors has also taken the decision not to establish an internal audit function.

Stockholm, Sweden, April 3, 2023

The basic principle is that regular financial

Board of Directors

­information is provided through:

  • press releases on events that are significant or impact the share price
  • interim and year-end reports
  • the annual reports.

Ework's Board and management work to provide the company's owners and the stock market with relevant and accurate information through openness and clarity.

ANNUAL AND SUSTAINABILITY REPORT 2022 > 50

Attachments

Disclaimer

eWork Group AB published this content on 04 April 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 April 2023 12:27:08 UTC.