CLX Communications is required to comply with the mandatory corporate governance rules included in the Swedish Companies Act (2005:551) and Nasdaq Stockholm's Rule Book for Issuers.
Moreover, CLX Communications complies with the Swedish Code on Corporate Governance (the “Code”) that is applicable to all Swedish companies whose shares are listed on regulated market such as Nasdaq Stockholm. The Code specifies norms for good corporate governance at a higher and more detailed level than the statutory regulation. The individual norms in the Code are not mandatory and companies may deviate from them. In case of a deviation, the Company must report such deviation in its corporate governance report, describe the Company’s own solution and explain the reason for the deviation (the “comply or explain” principle).
Board & Committees
Board of Directors
The board of CLX Communications is responsible for the organization of the Company and for supervising the management of its business and affairs. In fulfilling its duties, the board oversees the Company’sstrategic planning, its operations and the risks it is facing. The board is also responsible for implementing policies and systems aimed at increasing accountability, ensuring compliance with laws and with auditing and accounting principles and ensuring respect of the business conduct standards in all countries in which the Company operates as well as ensuring the integrity of the Company’s internal controls, information and financial management systems. The board further oversees the Company’s approach to corporate governance, environmental issues and sustainable development and material transactions outside the ordinary course of business. Members of the board are elected annually by the annual general meeting after nomination by the nomination committee. According to the Articles of Association of the Company, the board of directors shall consist of not less than three and not more than ten members with a maximum of five deputy board members. The Company’s board today consists of six members without deputy members. The board member Kjell Arvidsson is also part of the management team of the Company and a major shareholder and can therefore not be considered to be independent in relation to the Company and the management of the Company according to the Code. Jonas Fredriksson and Erik Fröberg are Managing Partners of Neqst Partner AB that is a major shareholder in the Company and can therefore not be considered to be independent in relation to the major shareholders of the Company according to the Code. The remaining board members are independent in relation to the Company, the management of the Company and the major shareholders of the Company. The board of directors has adopted written rules of procedures governing its work and the rules are determined annually.
Chairman of the Board since 2015, board member since 2012. Born 1957. Erik Fröberg is co-founder of the Nordic investment firm Neqst. He has an extensive international background within the technology sector, encompassing operational, strategic and financial aspects of the industry. Erik has held top management roles within companies such as Capgemini, LHS Group and Digiquant, both in Europe and the United States. In addition, he has acted as special advisor and co-investor to General Atlantic Partners, a leading US-based growth equity firm. Prior to co-founding Neqst, Erik acted as an independent board member and private investor. He holds an MSc in Engineering Physics from the Royal Institute of Technology in Stockholm. Erik Fröberg is independent in relation to the Company, but not in relation to the main shareholders. Erik Fröberg owns 175 000 shares in CLX (via endowment assurance).
Board member since 2012. Born in 1961. Kjell Arvidsson is one of the co-founders of CLX. He has over 25 years of industry experience including several management positions at Ericsson and telecom operator TeliaSonera in Sweden, Europe and South East Asia. Kjell has held various management positions within marketing, product management and sales in Sweden, United Kingdom and China. Prior to co-founding CLX Networks, Kjell co-founded Ericsson IPX in 2002 and successfully developed the company until 2005. Kjell Arvidsson is not independent in relation to the Company, nor in relation to the main shareholders. Kjell Arvidsson own 3 778 200 shares in CLX (including closely related party).
Board member since 2015. Born in 1966. Charlotta Falvin has 20 years of experience in various management positions in the IT, software and telecommunications industry focusing on international business development and organizational development. She was previously Vice President at Axis and CEO of Decuma and TAT The Astonishing Tribe (acquired by Research In Motions/Blackberry). Since 2003, she held various board positions in a number of private and listed companies, mainly in high-tech. Since 2011, Charlotta Falvin has been working full time on Board of Director assignments. She is among other things member of the board for the listed companies Doro, Bure and Invisio, and Chairman of the Ideon Science Park and the Engineering Faculty at Lund University. Charlotta has a Master of Science in Business Administration and Economics from Lund University and an honorary doctorate at Lund University. Charlotta Falvin is independent in relation to the Company and main shareholders. Charlotta Falvin owns no shares in CLX.
Board member since 2012. Born in 1965. Jonas Fredriksson is co-founder of the Nordic investment firm Neqst. He has over 20 years’ experience of analyzing, investing in and advising technology companies in the Nordic region. Among other roles, Jonas has been a top ranked financial analyst at Alfred Berg and a partner, co-founder and fund manager of Manticore, a hedge fund within the Brummer & Partners network. He served for numerous years on the boards of the listed companies Protect Data, WM-data and Addnode, and has acted as strategic advisor to several public and privately-held Swedish technology companies. Since 2005, he has acted as a special advisor to Öhman Asset Management, a role he has held in parallel to his role at Neqst since 2008. Jonas holds a BSc in System Analysis and Computer Science from the University of Karlstad. Jonas Fredriksson is independent in relation to the Company, but not in relation to the main shareholders. Jonas Fredriksson owns no shares in CLX.
Board member since 2015. Born in 1964. Helena Nordman-Knutson has a solid background from the telecom industry. She is a communications strategist with strong financial, sales and marketing experience. Helena was a financial analyst from 1994 to 2012 with Pareto Öhman and SEB Enskilda, where she was sector head and covered the telecom sector. Prior to that, she worked in strategic marketing at Ericsson. As well as being a member of the CLX board, Helena holds position as board member of Rejlers and Sensys Gatso and was previously a board member of Transmode. Helena Nordman-Knutson holds a Master of Business Administration degree from the Swedish School of Economics, Helsinki, Finland and a Master of Political Sciences degree from the University of Helsinki, Finland. Helena Nordman-Knutson is independent in relation to the Company and the main shareholders. Helena Nordman-Knutson owns 500 shares i CLX.
Board member since 2015. Born in 1957. Johan Stuart has more than 15 years of experience as CFO of listed and unlisted companies including Tradimus, XCounter, Hi3G Access and Utfors. Johan Stuart holds a position as board member of Best Practice Scandinavia, E. Öhman J:or Wealth Management, E. Öhman J:or Capital, Onside TV Production, HD1 Holding and a deputy board member of Affibody (including group companies). In excess of his hands-on experience, Johan Stuart has a M.Sc. in Finance and Business Administration from the Stockholm School of Economics. Johan Stuart is independent in relation to the Company and the main shareholders. Johan Stuart owns 7 000 shares i CLX (via endowment assurance).
Below is a summary of our committee structure and membership information. To read more about any of the committees, click on committee names in the chart below.
As CEO of CLX Communications since 2012, Johan Hedberg is responsible for overseeing the company’s growth and maintaining overall efficiency within the organization.
He has over 15 years experience in the mobile messaging industry. Prior to co-founding CLX Networks Johan was Head of Messaging at Ericsson and in various sales and business development positions at mBlox. Johan co-founded CoTraveller, a start-up in the wireless industry, in 2000 and before that worked as a management consultant. He has a strong track record from working with rapidly growing businesses. Johan holds an MSc in Engineering from Stockholm Royal Institute of Technology. Johan Hedberg owns 7 927 599 shares in CLX (via partly owned company, Cantaloupe AB).
Kjell ArvidssonVP Corporate and Business Development
Kjell Arvidsson has over 25 years of industry experience including several management positions at Ericsson and telecom operator TeliaSonera in Sweden, Europe and South East Asia. Kjell has held various management positions within marketing, product management and sales in Sweden, United Kingdom and China. Prior to co-founding CLX Networks, Kjell co-founded Ericsson IPX AB in 2002 together with Björn Zethraeus and successfully developed the company until 2005. Kjell Arvidsson owns 3 778 200 shares in CLX (including closely related party).
Odd Bolin recieved a MSc and and a PhD in plasma physics from the Royal Institute of Technology in Stockholm before starting to work as a stock market analyst with the investment bank Hagströmer & Qviberg in 1996. In 2003 he co-founded a M&A-advisory company, Ceres Corporate Advisors, focusing on technology, telecom and defence companies. In 2009 he became CFO of Cybercom, a Nasdaq Stockholm-listed IT consulting company, and in 2011 he took up the position as Managing Director of Cybercom Sweden. In 2013 he became CFO of G5 Entertainment, which was listed on Nasdaq Stockholm on 2014. He became CFO of CLX Communications in 2015. Odd Bolin owns 4 550 shares in CLX (including closely related party)
Robert GerstmannManaging Director, Enterprise Division
Robert Gerstmann has an extensive international grounding and 15 years of experience within the mobile and IT sector. Prior to co-founding CLX Networks, Robert has held commercial management positions at mBlox as the director of the global mobile messaging business line and Netgiro/Digital River. Robert holds an MSc in Industrial Engineering and Management from Linköping Institute of Technology. Robert Gerstmann owns 7 946 399 shares in CLX (via partly owned company, Cantaloupe AB, and including closely related party).
Johan RosendahlManaging Director, Operator Division
Johan Rosendahl brings 20 years of experience from the telecom and mobile value added services industry to the company. He has held several senior management positions internationally and in Sweden. Prior to joining CLX Operator Division, Johan Rosendahl worked as management consultant within the mobile value added services space. Johan holds an MSc in Business Administration from University of Linköping. Johan Rosendahl owns 1 700 shares in CLX.
Neil WarnerVP Sales EMEA & APAC
As VP Sales, Neil Warner is responsible for revenue growth and new customer acquisition in the EMEA and APAC region.
Neil has extensive experience in various technical roles with McAfee, HSBC Bank and Sainsbury’s and has over ten years of industry experience within Mobile Messaging. Prior to joining CLX Networks he ran the Global Service Management and Technical Account Management teams at Mblox.
As of September 2016 (updated quarterly) please find below our ownership structure.
* Owned by Neqst 1 AB
** Owned by Robert Gerstmann, Kristian Männik, Henrik Sandell and Björn Zethraeus
Click here to view the information about insiders in CLX Communications.
The figures reflect share ownership prior to the rights issue which was completed in July 2016. The total numbers of shares then amounted to 32,432,430.
The board of directors of a company whose shares are listed on a regulated market is to prepare a corporate governance report pursuant to the Annual Accounts Act (1995:1554). The first corporate governance report will be prepared for the financial year 2015/2016.
The shareholders’ meeting is the body where the shareholders exercise their influence by casting votes on central issues, inter alia, adopting the profit and loss account and balance sheet, allocation of the Company’s profit and loss, discharge the members of the board of directors and the managing director from liability, election of the board of directors and auditors and determining fees to be paid to the board of directors and auditors.
Notice of the annual general meeting, or an extraordinary general meeting where alteration to the articles of association is to be addressed, shall be issued not earlier than six weeks and not later than four weeks prior to the meeting. Notice to other extraordinary general meetings shall be issued not earlier than six weeks and not later than three weeks before the meeting. Public limited liability companies whose shares are traded on a regulated market must always notify shareholders of a general meeting through an announcement in Post- och Inrikes Tidningar (i.e. the Official Swedish Gazette) and by making the notice to attend available on the Company’s website. Concurrently with the issuance of a notice to attend, the Company shall announce, in at least one national daily newspaper identified in the Articles of Association that notice to attend has taken place.
According to the Articles of Association of CLX Communications, such announcement is to be made in Svenska Dagbladet. Pursuant to the Code, a company shall also, as soon as the time and venue of a shareholders’ meeting have been decided, and as regards annual general meetings no later than in conjunction with the third quarter report, post such information on the Company’s website along with information regarding the closing date for issues to be submitted by shareholders for inclusion in the notice of the meeting.
The next Annual General will be held on May 19th, 2017.
Extraordinary General Meeting (December 5 2016)
The events of material significance for the company’s financial position which has occurred subsequent to the presentation of the annual report for the fiscal year 2014/2015 are set forth in the company’s press releases’ enclosed as Appendix A and in the company’s interim reports for the periods July-September 2015, Appendix B, October-December 2015, Appendix C, January-March 2016, Appendix D and July 2015 – June 2016, Appendix E. Except as stated above, no events of material significance to the company’s financial position have occurred since the presentation of the annual report for the period July 1 2014 – 30 June 2015
Extraordinary General Meeting (June 13 2016)
Extraordinary General Meeting (June 7 2016)
The Board of Directors’ responsibility for internal control is governed by the Companies Act and the Code. In accordance with the Annual Accounts Act, the corporate governance report includes a description of the key elements of the company’s internal control and risk management system. Internal control of financial reporting has two primary aims: to provide reasonable assurance of the reliability of external financial reporting and to ensure that external financial reports have been prepared in compliance with law, applicable accounting standards and other requirements imposed upon listed companies.