Physitrack PLC is registrered in England and Wales and its operations are governed by the UK Companies Act.
Physitrack is subject to the rules derived from Nasdaq First North Premier Growth Market's Rulebook for issuers, and has to comply with generally acceptable behaviour in the Swedish Securities market (Sw. God sed på aktiemarknaden). Generally acceptable behaviour is defined as the actual standard practice in the stock market for the behaviour of listed companies. Such standard practice could, for example, gain expression in the comments issued by the Swedish Securities Council (Sw. Aktiemarknadsnämnden) and recommendations from the Swedish Financial Reporting Board (Sw. Rådet för finansiell rapportering) and the Swedish Corporate Governance Board.
Additionally, the Board of Directors has resolved to apply the requirements of the UK Corporate Governance Code, as last published in July 2018 by the UK Financial Reporting Council (the "Code").The company is in compliance with all of the requirements of the Code, save that the Board of Directors has not established a Remuneration Committee in accordance with Provision 32 of the Code and consequently does not also comply with provisions 33, 35, 36, 40 and 41 of the Code.
In light of the size of the company and its simple remuneration structure, which does not include any formulaic bonuses or share incentive schemes, all matters related to director and senior management remuneration will initially be considered by the Board as a whole (subject to the requirements of the Articles and the UK Companies Act). The company will keep the decision whether to establish a Remuneration Committee under review in light of its existing and potential future remuneration structure.
Corporate Governance reports
No reports available yet.
Board of directors
About the Board of Directors
The company's board of directors consist of four directors including the chairperson, who are appointed for the period until the end of the next annual shareholders' meeting.
Subject to the UK Companies Act, the articles of association and to any directions given by special resolution of the company, the business of the company will be managed by the board of directors, which may exercise all the powers of the company, whether relating to the management of the business or not. The directors have a fiduciary duty owed to the company.
In summary, directors owe a duty to:
- Act within the powers conferred by the company's constitution;
- Promote the success of the company; and
- Exercise independent judgment, reasonable care, skill and diligence, avoid conflicts of interest, not accept benefits from third parties and declare interests in (proposed) transactions or arrangements.
Directors also owe a duty of confidentiality to the company, and the terms on which they are engaged by the company, especially in the case of executive directors, may impose or give rise to further duties and obligations.
Conflict of interest
In accordance with the articles of association, a director must declare to the directors any potential conflict of interest, so the directors can decide on how to address the conflict. The directors may decide to authorise matters presented by a director that would, if not authorised, involve a breach under the UK Companies Act. If authorised to act in conflict of interest, the director will be obliged to conduct him/herself in accordance with any terms and conditions imposed by the directors.
Appointment and removal of directors
Subject to the company's articles of association, the company may by ordinary resolution appoint a person who is willing to be a director. The board of directors also have the power at any time to appoint any person who is willing to act as a director.
In line with the UK Corporate Governance, at each annual general meeting every director shall retire from office and each retiring director may offer himself for re-appointment by the members. A director that is re-appointed will be treated as continuing in office without a break until the next annual general meeting where he shall again be eligible for re-election.
According to the articles of association, the board of directors may, but shall not be obliged to, establish before each annual general meeting an election committee consisting of the three largest shareholders on the date falling three months before the annual general meeting. The election committee may express in writing their preferences for the re-election or otherwise of directors at the relevant annual general meeting. In addition to any power of removal conferred by the UK Companies Act, the company may remove a director before the expiry of his period of office and appoint another person who is willing to act to be a director in his place.
The nomination committee assists the board in reviewing the structure, size and composition of the board of directors. It is also responsible for reviewing succession plans for the directors, including the Chairperson and CEO and other senior executives.
The UK Corporate Governance Code recommends that a majority of the nomination committee be non-executive directors, independent in character and judgment and free from any relationship or circumstance which may, could or would be likely to, or appear to, affect their judgment.
The current members of the nomination committee in Physitrack are:
- Anne-Sophie d’Andlau (chair)
- Henrik Molin
- Arup Paul
- Jasper Zwartendijk
The audit committee's role is to assist the board of directors with the discharge of its responsibilities in relation to financial reporting, including reviewing the group's annual and half year financial statements and accounting policies, internal and external audits and controls, reviewing and monitoring the scope of the annual audit and the extent of the non-audit work undertaken by external auditors, advising on the appointment of external auditors and reviewing the effectiveness of the internal audit activities, internal controls, whistleblowing and fraud systems in place within the group.
The UK Corporate Governance Code recommends that all members of the audit committee be non-executive directors, independent in character and judgment and free from any relationship or circumstance which may, could or would be likely to, or appear to, affect their judgment and that one such member has recent and relevant financial experience.The audit committee is chaired by Jasper Zwartendijk and its other members are Arup Paul, Elaine Sullivan and Anne-Sophie d’Andlau.
The board of directors has not established a remuneration committee. Considering the size of the company and its simple remuneration structure, which does not include any formulaic bonuses or share incentive schemes, all matters related to director and senior management remuneration will initially be considered by the board as a whole. The company will keep the decision whether to establish a remuneration committee under review in light of its existing and potential future remuneration structure.
Articles of association
Subject to the provisions of the UK Companies Act, annual general meetings shall be held at such time and place as the directors may determine. The company must hold an annual general meeting within six months of its financial year-end. Shareholder resolutions are passed by the appropriate majority at a properly convened meeting. At any general meeting, every member who is present in person or by proxy shall have one vote for each share on a poll.
No business shall be transacted at any general meeting unless a quorum is present. If a quorum is not present a chairman of the meeting can still be chosen. Two members present in person or by proxy and entitled to attend and to vote on the business to be transacted shall be a quorum.
In accordance with Physitrack's articles of association, a general meeting might be held in two or more locations to facilitate the organisation and administration of any general meeting. Additionally, a general meeting might be held as a physical meeting or a combined physical and electronic meeting at which members have the option to attend the same meeting at a physical location or electronically.
The directors may call general meetings. A general meeting shall be called by at least such minimum notice as is required or permitted by the UK Companies Act. The UK Financial Reporting Council's Guidance of Board Effectiveness recommends that the notice of an annual general meeting should be sent at least 20 working days before the annual general meeting. The notice of an annual general meeting or other general meeting shall be given to all shareholders that are entitled to receive such notices from the company.
The company may give such notice by any means or combination of means permitted by the UK Companies Act.Despite if shareholders who are entitled to receive notice accidentally would not receive a notice, the meeting procedure will continue as planned.
Physitrack's auditor is Mazars LLP, an international audit, tax and advisory firm, with Alistair Wesson as responsible auditor.
Alistair Wesson is an authorised auditor and is a member of the professional body the Institute of Chartered Accountants of England and Wales (ICAEW), the professional institute for the accountancy sector in England and Wales.
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