Governance structure

Embracer Group is a Swedish public limited liability company. Embracer Group’s corporate governance is based on Swedish law, Embracer Group’s articles of association, internal rules and instructions, Nasdaq First North Growth Market Rulebook for Issuers and other applicable laws and regulations. Since Embracer Group is listed on Nasdaq First North Growth Market, Embracer Group does not currently apply the Swedish Corporate Governance Code.

source: Embracer Group Annual Report & Sustainability Report

Corporate governance

Corporate governance is a system of rules, practices and processes by which Embracer Group is operated and controlled. It provides the framework for sound corporate governance, responsible business practice and attaining the Company’s objectives and creating value in the Group. Well-functioning corporate governance principles assure shareholders and other stakeholders that the activities of Embracer Group are characterized by reliability, effective management and control, openness, clarity and good business ethics.

Board of Directors

The Board of Directors is the highest decision-making body after the shareholders’ meeting and is ultimately responsible for Embracer Group’s organization, administration, long-term development and strategy. In accordance with the Swedish Companies Act this means that the Board is responsible for establishing targets and strategies, ensuring that procedures and systems are in place for the evaluation of set targets, continuously evaluating Embracer Group’s financial position and performance, and evaluating the executive management. The Board is also responsible for ensuring that the annual accounts and interim reports are prepared on time. The Board of Directors shall further ensure that the Company complies with applicable laws and regulations, Nasdaq First North Growth Market Rulebook for Issuers, the Company’s articles of association and the rule of procedures for the Board.

The Board of Directors of the Company is responsible for Embracer Group’s organization and the management of its business worldwide and is obliged to follow directives provided by the shareholders meeting. The Board of Directors may appoint committees with specific areas of responsibility and furthermore authorize such committees to decide on specific matters in accordance with instructions established by the Board of Directors. Currently, the Board of Directors has established the Audit and Sustainability Committee and the Remuneration Committee.

Audit and Sustainability Committee

The Embracer Group Audit & Sustainability Committee contributes to the continued development of our sustainability work. The main task of the committee is to prepare matters for resolution by the Board and provide preparatory support to the Board. The Committee has an advisory role to the Board of Directors and is responsible for ensuring the quality of financial reporting and the efficiency of internal controls, audits, and risk management, and the Group’s sustainability work. The Audit & Sustainability Committee had seven meetings during the year.

Remuneration Committee

The Board has assigned a Remuneration Committee to prepare remuneration principles for the CEO and the Group Executive Management Team members. Furthermore, the Committee supports the Board, with the approval of remuneration and benefits of the CEO and, in dialogue with the CEO, assist with or resolve on various other remuneration matters in relation to the Group Team Management.

The committee is also responsible for preparing and monitoring of global terms of strategic variable compensation programs and incentive schemes. The Remuneration Committee also sees to the outcome of these remuneration programs and submits reports and proposals to the Board for resolution. Remuneration Committee submits proposals to the Board regarding guidelines for remuneration and other employment terms and conditions for the Group Team Management.

Chair of the Board

The Chair of the Board directs the work of the Board of Directors and monitors the Board of Directors’ fulfilment of its obligations. The Board of Directors annually adopts procedures and instructions for the work of the Board, which set out the principles on governance of the Board and its committees.

CEO of Embracer Group

The CEO of Embracer Group is appointed by the Board of Directors to handle the Group’s day-to-day management and to lead the Group Executive Management Team, which also includes the Group CFO/Deputy CEO and the Chief of Staff, Legal & Governance.

Group CFO / Deputy CEO

The Group CFO/Deputy CEO is responsible for the day-to-day financial reporting within the Group and leading the Extended Management Team.

Chief of Staff, Legal & Governance

The Chief of Staff, Legal & Governance is responsible for managing and handling the forums where the operative group CEOs and the Extended Management Team meet. The Chief of Staff, Legal & Governance main responsibility is to assist the CEO in bridging the relationship between the operative group CEOs and the Extended Management Team.

Group Executive Management Team

The Group Executive Management Team is responsible for the overall business development, strategic matters and operations of the Group, addressing finance, strategic transformation, business performance, risk management, governance, compliance, sustainability and investor relations.

Operative Group CEO’s

Embracer Group has ten operative group CEOs. The operative group CEOs Forum consist of eleven people who each head up one of the operative groups plus the CEO, CFO/Deputy CEO and Chief of Staff. The CEO leads the work of the operative group CEOs Forum, addressing operational performance and strategic matters.

Extended Management Team

The Group CFO/Deputy CEO leads the work of the members of the Extended Management Team. The Extended Management Team consists of functions such as the Group Finance Function, Group Legal, Governance and Compliance Function, Group M&A Function and other functions implemented to manage Embracer Group. The Extended Management Team addresses various topics within the Embracer Group, including finance, governance, compliance, sustainability, risk management, internal control, communication etc.

/ Governance

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Embracer Group is a parent company of businesses led by entrepreneurs in PC, console, mobile and board games and other related media. The Group has an extensive catalogue of over 850 owned or controlled franchises.

With its head office based in Karlstad, Sweden, Embracer Group has a global presence through its eleven operative groups: THQ Nordic, Plaion, Coffee Stain, Amplifier Game Invest, Saber Interactive, DECA Games, Gearbox Entertainment, Easybrain, Asmodee, Dark Horse and Freemode. The Group has 130 internal game development studios and is engaging more than 14,900 employees and contracted employees in more than 40 countries.