For Bravida, which has a decentralised organisational structure, good corporate governance is essential and a very important part of its core business operations.
Bravida is a Swedish public limited company listed on Nasdaq Stockholm, and since the company was publicly listed on 16 October 2015 it has applied the Swedish Corporate Governance Code (the Code). The Code is available at www.bolagsstyrning.se, where a description of the Swedish corporate governance model can also be found.
Bravida’s corporate governance report is submitted in accordance with the Swedish Annual Reports Act and the Code and sets out Bravida’s corporate governance for the 2015 financial year. The corporate governance report endeavours to avoid the repetition of information about what is required by the applicable regulation and focuses on setting out what is specific to Bravida.
Two deviations from the Code occurred in 2015. Jeffery Scherer was both Chairman of the Nomination Committee and a member of the company’s Board of Directors. This was a deviation from article 2.4 of the Code, according to which a member of the Board of Directors should not be Chairman of the Nomination Committee. The reasons for this deviation are that Bain Capital owned more than 50 percent of the shares and was consequently by far the largest single shareholder and that the company recently had been publicly listed. This deviation was accepted by the entire Nomination Committee.
The Extraordinary General Meeting of Bravida of 25 September 2015 resolved that a long-term, share-based incentive programme would be offered to a large number of senior executives. The programme is described in more detail on page 54 and 73 in the annual report for 2015. The vesting period for this programme runs from entry to the programme, which took place in conjunction with Bravida’s IPO on 16 October, until establishment of the year-end report for 2017. The vesting period will consequently be around 2.5 years, which is a deviation from article 9.7 of the Code, which stipulates that the vesting period should not be less than three years. The reason for the deviation is that the IPO took place late in autumn 2015 and that the company wanted to be able to offer its employees an incentive programme in conjunction with the IPO. It was deemed at the time that a programme that lasted 3.5 years would not have been as attractive.
No infringement of Nasdaq Stockholm’s Regulations for Issuers or good stock market practice has occurred.