Overall governance structure

Articles of Association

The name of the Company is Castellum Aktiebolag and the company is a public limited company. The head office of the Company is in Gothenburg. The objective of the Company’s operations is to acquire, administer, develop and sell properties and securities, directly or indirectly through wholly or partially owned companies, and to conduct other operations compatible with these. Changes to Castellum’s Articles of Association are made in accordance with the provisions of the Companies Act. The Articles of Association in their entirety can be accessed at the company’s website, www.castellum.com.

The Swedish Corporate Governance Code

Corporate governance covers the various means of decision-making by which the shareholders directly and indirectly control the Company. Corporate governance in Swedish listed companies has been developed through laws, recommendations and statements as well as through self-regulation. The Swedish Corporate Governance Code (the “Code”) is important for corporate governance in Swedish listed companies.

The model below describes the overall structure of corporate governance at Castellum.

Compliance with the Code

In the opinion of the Board, Castellum complied with the Code in all respects in 2020 and has no deviations to report or explain.

External regulations

The external framework for corporate governance includes:

  • The Swedish Companies Act
  • The Nasdaq Stockholm Rulebook for Issuers
  • The Swedish Corporate Governance Code (the Code)
  • IFRS standards.
  • EU accounting regulations
  • The UN Global Compact
  • The EU Market Abuse Regulation (MAR)

Important internal regulations

  • Articles of Association
  • The Board of Directors’ rules of procedure
  • Resolution procedure
  • Policy regarding the composition of the Board, authorised signatories, proxy forms and authorisations
  • Rules of procedure for subsidiary Boards of Directors
  • Communication policy, financial policy, tax policy, insider policy, sustainability policy, Code of Conduct, Code of Conduct for suppliers and crisis management policy
  • Manuals and guidelines for important parts of operations
  • Processes for internal control and risk management

Shareholders and shares

Castellum Aktiebolag (publ) is a Swedish public limited company governed by the Swedish Companies Act, the Nasdaq Stockholm Rulebook for Issuers, the Code and the Articles of Association.

The Castellum share is traded on Nasdaq Stockholm Large Cap. At 31 December 2020, Castellum had approximately 85,000 shareholders. Of the total share capital, 52% was owned primarily by Swedish institutions, funds and private individuals, and 48% by foreign investors. The largest owner of Castellum is Rutger Arnhult, who owns 17.8% of the shares outstanding through a company, which is the only registered shareholder with holdings exceeding 10% of the shares in the Company.

The share capital amounts to SEK 138,631,455.50 distributed among 277,262,911 registered shares with a quotient value of SEK 0.50. Each share entitles the holder to one vote and carries an equal right to a share in Castellum’s capital. There are no warrants, convertible bonds or similar securities which may lead to additional shares in the Company.