After an assessment of the directors’ independence the composition of the board of directors of the company is considered to fulfill the requirements stipulated in Nasdaq First North’s Rule Book. As Embracer Group is listed on Nasdaq First North the requirements for composition of the board set out in the Swedish Corporate Governance are not applicable for Embracer Group.
According to Nasdaq First North’s Rule Book an overall assessment of the appropriateness of the management and the board of directors must be made in each individual case, considering for example the size of the issuer and the business operations. In order for the board of directors to be considered appropriate, at least one of the board members must be independent of the issuer, its management, and the issuer’s major shareholders. In addition, as a general rule, not more than half of the number of Board members may serve in the Issuer’s management, and the entire management may not serve on the Board of directors. Furthermore, it is only in exceptional cases permissible for both the CEO and the CFO to serve on the board of directors. Exceptional circumstances applicable in an individual issuer may necessitate a stricter requirement regarding independence. For the purpose of the aforementioned, independence shall be defined in the same way as in the Swedish Corporate Governance Code.
In Embracer Group’s board Kicki Wallje Lund, David Gardner, Jacob Jonmyren and Ulf Hjalmarsson are considered independent to the company, the management of the company and the company’s major shareholders. The directors Lars Wingefors and Erik Stenberg are considered dependent of the company as both of them are part of the management of the company. Matthew Karch is considered dependent of the company and the management of the company as he is part of the management of the company and also subordinate to the CEO of the company.