Starbreeze Board of Directors
Chairman of the board since 2019
Education: LL.M Stockholm University. Executive education Thunderbird (University of Phoenix).
Principal occupation: Torgny Hellström is an active board director and management consultant and has held leading positions as Chairman of DDM Holding AG and MagComp AB, Director to the board of Ture Heading AB and Seapilot and 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, Drupps Group AB and Swipp AB.
Holdings in the Company: Directly owns 500,000 Class B shares.
Torgny Hellström is independent in relation to the Company, its management and major shareholders.
Director since 2019, and chair of the audit committee
Education: Degree in Economics, Stockholm University.
Principal occupation: Kerstin Sundberg has a background as an authorised auditor and financial advisor, the most recent 17 years as a partner with Deloitte. Kerstin´s previous experience is mainly from the Media and Telecommunication industry combined with M&A and Transaction services.
Other assignments: Board member at Impero Software and Skogsaktiebolaget Eternali AB. Board member and chair of the audit committee in World Wildlife Fund Sweden.
Holdings in the Company: –
Kerstin Sundberg is independent in relation to the Company, its management and major shareholders.
Director since 2020
Education: Bachelor in systems science.
Principal occupation: Executive Search and Business Development for Safemind.
Other assignments: –
Holdings in the Company: – Directly owns 100 000 shares of series B
Anna Lagerborg is independent in relation to the Company, its management and major shareholders.
Director since 2021
Education: Ministry of Defence, Mechanical and Production Engineer.
Principal occupation: Owner and Director of RH45 Game Consulting Ltd specialising in working with video game developers on strategy, finance and development. Industry veteran of over quarter of a century previously having held senior roles at Epic, THQ, and Microsoft as well as a number of middleware start-ups.
Mike’s experience ranges from development management to pure biz dev with a technical slant.
Other assignments: Director RH45 Game Consulting Ltd.
Holdings in the Company: None
Mike Gamble is independent in relation to the Company, its management and major shareholders.
Director since 2021
Education: Master of Science in Business Administration, Stockholm School of Economics.
Principal occupation: Active investor, mentor and board director. Previous executive positions with Fatshark, Goodbye Kansas Game Invest, Schoolido and ISD. Previous CEO of Glorious Games (Stardoll), Gamefederation and ISD and co-founder of Wanderword.
Other assignments: Executive Chairman of the Board in Wanderword and Ecobloom, Director in House of How, Northify and Rahms Städ.
Holdings in the Company: Directly or indirectly owns 400 000 shares of series B and 261 879 shares of series A.
Thomas Lindgren is independent in relation to the Company, its management and major shareholders.
The tasks of the board of directors
The board of directors has the 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 2022. 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, Anna Lagerborg, Mike Gamble and Thomas Lindgren 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.
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.
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.
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 2021 annual general meeting, the members of the audit committee are: Kerstin Sundberg (chair) and Torgny Hellström. The annual general meeting held 2021 approved payment of fees to the members of the Audit Committee of SEK 280,000 to the chairman and SEK 120,000 to each other member.
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 2021 approved payment of fees to the members of the remuneration committee of SEK 70,000 to the chairman and 60,000 kronor to each other member.
Remuneration to directors
Remuneration to directors elected by a general meeting is decided by the general meeting.
The Annual General Meeting 2021 approved the proposed fees to the board of directors as follows: SEK 750,000 to the chairman of the board and SEK 225,000 to each non-executive director.