How HMS is governed

Corporate governance

The goal of good corporate governance is to ensure that the HMS Group is run in an efficient, sustainable and responsible way in order to generate value to its shareholders.

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Annual-Shareholders-Meeting-2022

HMS Annual General Meeting

How HMS is governed

HMS’s shareholders are ultimately responsible for making decisions on corporate governance. The AGM elects the Board of Directors, the Chairman of the Board and the auditors. It also decides how the nomination committee will be elected.

The Board is responsible to the shareholders for the organization of the Group and the administration of the Group’s affairs. The auditors report their findings at the Annual General Meeting.

HMS corporate governance structure

HMS-Annual-Shareholders-Meeting-2022
Annual general meeting

The Annual General Meeting (AGM) decides, among other things, on the adoption of the financial statements, balance sheets, appropriation of profits, discharge of responsibility for the Board, new Board members, new auditors and remuneration to the Chairman of the Board, other Board members and auditors.

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Board of directors

The Board is responsible for how the company is organized and for administration of the company’s affairs on behalf of the owners.

Remuneration-committee
Remuneration committee

The Board appoints some of its members to serve on the remuneration committee, which is responsible for regularly reviewing the employment terms of senior executives by making comparisons with persons holding similar positions in other companies.

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Staffan Dahlström, President and CEO

Management

CEO and group management

The Group management team is headed by the CEO and has overall responsibility for ensuring that the activities of the Group are in accordance with the strategy and long-term objectives stipulated by the Board. 

Remuneration committee

The Board appoints some of its members to serve on the remuneration committee, which is responsible for regularly reviewing the employment terms of senior executives by making comparisons with persons holding similar positions in other companies. The Board decides on the principles for remuneration to senior executives and the CEO.

The remuneration committee consists of the Chairman of the Board (Cecilia Wachtmeister) and one other appointed Board members (Charlotte Brogren). Cecilia Wachtmeister was elected as Chairman of the remuneration committee.

Development committee

The Board appoints some of its members to serve on the development committee. This committee is meant to serve as a sounding board for the HMS management team on issues having to do with research and development, specific projects and the company’s portfolio of development projects, the organizational structure of the R&D department and how it is managed, as well as the training and development of employees.

Furthermore, the committee should serve as a resource when it comes to preparing and obtaining support for R&D initiatives that require a decision by the Board due to the strategic importance, investment decisions or collaboration with others. The committee should ensure that the HMS Board stays up to date on R&D issues relevant to the company and its future.

The development committee consists of three appointed Board members (Charlotte Brogren, Niklas Edling and Anna Kleine). Niklas Edling was elected as Chairman of the development committee.

External auditors

Auditors are currently appointed to serve for a period of four years, which ensures continuity and depth of the audit work. The auditors are accountable to the shareholders at the AGM and they must provide an auditor’s report on the financial statements and the administration by the Board of Directors.

The auditors report verbally and in writing on an ongoing basis to the audit committee about how the audit has been carried out and give their views on the level of order and control in the company. Auditors also report in person twice a year to the entire Board about their audit and state their views about internal controls.

At the 2023 AGM, shareholders elected Öhrlings PricewaterhouseCoopers AB as the audit firm, with Certified Accountant Johan Palmgren as the auditor in charge until the date of the next AGM. In addition to the audit, PwC also provides advice concerning auditing and tax. This advice is not considered to be biased.

Audit committee

The Board nominates an audit committee, which monitors the financial reporting by examining all critical audit issues and other conditions that might affect the content and quality of the financial statements. The committee also monitors the effectiveness of the company’s and Group’s internal controls, risk management systems and the external auditors’ impartiality and independence. The audit committee evaluates the audit work and assists the nomination committee in the selection of auditor.

The committee also makes decisions regarding all purchases of consulting services (not related to the audit) from the company’s auditor. The audit committee consists of two appointed Board members (Anders Mörck and Fredrik Hansson). Anders Mörck was elected as Chairman of the audit committee.

The committee has regular contact with external auditors, who report to the committee concerning important details that arose during the statutory audit, specifically concerning possible inconsistencies in the internal controls over the financial reporting.

Strategy committee

The strategy committee was formed in 2023 and assists the Board by preparing issues linked to HMS’s long-term strategy, as well as following up on the implementation of activities linked to the strategy. The committee also evaluates various strategic choices for acquisitions and various acquisition opportunities. The strategy committee consists of three board members appointed by the Board (Charlotte Brogren, Niklas Edling and Anna Kleine). Niklas Edling was appointed chair of the strategy committee.

Past Coporate governance reports

File Filetype Size
HMS Corporate governance report 2023
pdf 949.4 KB
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Corporate governance report 2022
pdf 526.6 KB
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Corporate governance report 2021
pdf 383.0 KB
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Corporate governance report 2020
pdf 1.5 MB
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Corporate governance report 2019
pdf 226.3 KB
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Corporate governance report 2018
pdf 482.3 KB
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Corporate governance report 2017
pdf 175.5 KB
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Corporate governance report 2016
pdf 626.5 KB
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Corporate governance report 2015
pdf 471.2 KB
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Corporate governance report 2014
pdf 477.3 KB
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Corporate governance report 2013
pdf 1.0 MB
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Corporate governance report 2012
pdf 1.2 MB
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Corporate governance report 2011
pdf 2.7 MB
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Corporate governance report 2010
pdf 3.0 MB
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Articles of association - HMS Networks AB (publ)
pdf 148.7 KB
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