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Board of Directors

Starbreeze Investor Relations

Starbreeze BOard of Directors

Torgny Hellström

Chairman of the board since 2019

Born: 1958

Principal occupation: Torgny Hellström is an active board director and management consultant and has held leading positions within Anoto Group, most recently as CEO and earlier as COO and lead legal council. Torgny’s previous experience includes positions such as Vice President Litigation within Ericsson Group and positions within IBM Europe and IBM Nordic.

Other assignments: Chairman of the Board Precise Biometrics and DDM Holding AG

Holdings in the Company: Directly or indirectly owns 250,000 Class B shares.

Torgny Hellström is independent in relation to the Company, its management and major shareholders.

 

Jan Benjaminson

Director since 2019

Born: 1958

Principal occupation: Jan Benjaminson has a long standing experience as a CFO from different listed and private software companies I Sweden and is currently holding the position of CFO for G-Loot, an e-sports company. Jan has previously held the position of CFO and CEO for TargetEveryOne and is one of the founders of Level Eight, an independent mobile games company. Jan held the position of Chairman of the Board in Massive Entertainment during the years 2000-2002-

Other assignments: Chariman of the Board Level Eight AB.

Holdings in the Company:

Jan Benjaminson is independent in relation to the Company, its management and major shareholders.

Kerstin Sundberg

Director since 2019

Born: 1954

Principal occupation: Kerstin Sundberg has a background as an authorised auditor and financial advisor, the most recent 17 years as a partner with Deloitte. Apart from auditing of midsized public and private companies, both Swedish and international within different industries such as Media and Telcom, Kerstin holds an extensive experience of M&A and transaction services.

Other assignments: Chairman of the Board and chair of the audit committee in Fortnox.

Holdings in the Company:

Kerstin Sundberg is independent in relation to the Company, its management and major shareholders.

Tobias Sjögren

Director since 2019

Born: 1975

Education: Master of Business Administration (MBA), Hanken School of Economics, Helsinki.

Principal occupation: Since 1996, Tobias has been active in the computer game industry in production, business development, sales and management. Most recently, Tobias was CEO of the company White Wolf Entertainment and has previously worked at Paradox Interactive, Stardoll and the international agent company DDM Agents. Tobias was the head of DICE Stockholm’s studio while the first Battlefield game was launched 17 years ago.

Other assignments:

Holdings in the Company:

Tobias Sjögren is independent in relation to the Company, its management and major shareholders.

Kim Harold Hyung Nam

Director since 2016

Born: 1977

Education: Bachelor of Science, University of Southern California Marshall School of Business.

Principal occupation: Vice President of Business Development for Smilegate Holdings Inc. and Vice CEO of SG Interactive Inc.

Other assignments: Vice CEO of SG Interactive Inc. and Vice President of Business Development for Smilegate Holdings Inc.

Holdings in the Company:

Harold Kim is not independent in relation to the Company, its management and major shareholders.

Stefano Salbe

Director since 2019

Education: Stefano holds an undergraduate degree from the University of Bocconi.

Principal occupation: Since 2000, Stefano has been an executive with Digital Bros S.p.A and its subsidiary 505 Games.

Other assignments: CFO and member of the Board of Digital Bros S.P.A. Member of the Board 505 Games Srl.

Holdings in the Company: Through direct or indirect ownership, 4,096,809 class A-shares.

Stefano Salbe is not independent in relation to the Company, its management and major shareholders.

The tasks of the board of directors

The board of directors has ultimate responsibility for the Company’s organization and for managing the Company’s affairs in the interests of the Company and all shareholders. The principal tasks of the board of directors include managing strategic issues related to operations, financing, business establishments, growth, financial performance and position, and regularly reviewing the Company’s financial situation. The board must also ensure that there are appropriate systems for follow-up and control of the Company’s operations and ensure that the Company’s external communications are characterized by openness and that they are accurate, reliable and relevant.

Size and composition of the board

According to Starbreeze’s Articles of Association, the board must be composed of no fewer than three (3) and no more than eight (8) directors and no more than two alternate directors. The directors are normally elected at the annual general meeting for a term of service ending at the close of the next annual general meeting, but additional directors may be elected during the year at an extraordinary general meeting.

The current term of office for all directors expires at the close of the next AGM, which will be held in Spring 2020. However, all directors have the right to resign from the assignment at any time.

According to the Code, a majority of directors are to be independent of the company and its management. At least two of the directors who are independent of the company and management should also be independent in relation to major shareholders in the company. In addition, no more than one director may be a member of senior management of the company or a subsidiary of the company.

The board has assessed Torgny Hellström, Kerstin Sundberg, Jan Benjaminsson and Tobias Sjögren as independent in relation to the company, its management and major shareholders. The composition of the board thus meets the Code’s independence requirement.

Chairman of the board

The tasks of the chairman of the board include organizing and leading the work of the board, ensuring that its work is conducted efficiently and ensuring that the board performs its duties. Through interaction with the chief executive officer, the chairman must be provided the information necessary to monitor the Company’s position, financial planning and performance. The chairman must also consult with the chief executive officer concerning strategic matters and verify that the board’s decisions are implemented in an effective manner.

The chairman is responsible for contacts with shareholders regarding ownership issues and communicating shareholders’ views to the board.

The chairman of the board is elected by the annual general meeting.

Board Procedures

The board follows a written board charter that must be reviewed annually and adopted at the first board meeting held after the annual general meeting. The board charter governs matters including the board’s rules of procedure, tasks, decision-making procedures within the Company, board meeting procedures, the tasks of the chairman of the board and the division of responsibilities between the board and the chief executive officer. A Financial Reporting Instruction and an Instruction to the Chief Executive Officer are also adopted in conjunction with the first meeting of the board after the annual general meeting.

Issues of a significant nature addressed at board meetings include fundamental business planning, market positioning and financing. The chief executive officer reports to the board concerning strategic issues and the Group’s chief financial officer reports to the board concerning financial issues. The board met with the statutory auditor once during the financial year to be informed about the auditor’s ongoing reporting.

 

Board committees

The Company’s board of directors has established two committees: the audit committee and the remuneration committee. The board has adopted rules of procedure for both committees.

Audit committee

The main tasks of the audit committee are to monitor the Company’s financial position and the effectiveness of the Company’s internal control, internal audit and risk management; to keep itself informed about the audit of the annual accounts and consolidated accounts; and to review and monitor the impartiality and independence of the statutory auditor. The audit committee is also to assist the nomination committee with proposals on the election and remuneration of the Company’s statutory auditor..

Since the first board meeting after the 2019 annual general meeting, the members of the audit committee are: Kerstin Sundberg (chair), Jan Benjaminson and Torgny Hellström. The annual general meeting held 2019 approved payment of fees to the members of the Audit Committee of SEK 400,000 to the chairman and SEK 175,000 to each other member.

Remuneration committee

The main tasks of the remuneration committee are to prepare issues concerning remuneration and other terms of employment for the CEO and other senior management personnel. The remuneration committee is also to monitor and evaluate programs for variable remuneration to senior management personnel and to monitor and evaluate application of guidelines for remuneration to senior management personnel adopted by the annual general meeting. The annual general meeting held 2019 approved payment of fees to the members of the remuneration committee of SEK 75,000 to each of the chairman and member

Remuneration to directors

Remuneration to directors elected by a general meeting is decided by the general meeting.

The Annual General Meeting 2019 approved the proposed fees to the board of directors as follows: SEK 950,000 to the chairman of the board and SEK 280,000 to each non-executive director, excluding Stefano Salbe who had waived compensation.