Corporate Governance

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The Board of Directors is the highest decision-making body after the General Meeting and has the overall responsibility for Viaplay Group’s organisation and the management of the company’s affairs. The duties of the Board of Directors are primarily set forth in the Swedish Companies Act, the company’s Articles of Association and the Code. In addition to this, the work of the Board is guided by written rules of procedure. The rules of procedure for the Board of Directors, which have been adopted by the Board of Directors and are reviewed annually, governs the division of work and responsibilities within the Board of Directors.

The Board of Directors is in charge of the organisation of the company and management of the company’s long-term operations and provides effective support for, and control of, the activities of the Group Executive Management of the company. With the Board of Directors also lies the responsibility for the overarching sustainability strategy, goals, actions and follow-up alongside the Head of Sustainability. The board monitors the sustainability work through regular updates from the Head of Sustainability, and reviews and approves the sustainability policy and reporting.

In order to carry out its work more effectively, the Board has appointed a Remuneration Committee and an Audit Committee with special tasks. These committees handle business within their respective areas and present recommendations and reports on which the Board may base its decisions and actions. However, all members of the Board have the same responsibility for decisions made and actions taken, irrespective of whether issues have been reviewed by such committees or not.

The external auditors report their findings to the Board once a year and to the Audit Committee during the year.

Board Committees

According to the Swedish Companies Act and the Code, the Board of Directors shall appoint an Audit Committee and a Remuneration Committee. The company has established an Audit Committee and a Remuneration Committee.

KPMG AB (Box 16106, SE-103 23 Stockholm, Sweden) is the Company’s auditor since the formation of the Company on 31 August 2017. Tomas Gerhardsson is the auditor-in-charge since 19 May 2021. Tomas Gerhardsson is an authorised public accountant and a member of FAR, the professional institute for authorised public accountants in Sweden. At the Annual General Meeting 2021, the registered auditing company KPMG was elected as auditor until the end of the Annual General Meeting 2022.

Audit assignments involve the examination of the Annual Report and financial accounting, the administration by the Board and the CEO, other tasks related to the duties of a company auditor and consultation or other services which may result from observations noted during such examination or the implementation of such other tasks. All other tasks are defined as other assignments.

Auditors report their findings to the shareholders by means of auditors’ report, which is presented at the Annual General Meeting. In addition, the auditors report detailed findings at each of the ordinary meetings of the Audit Committee and to the Board once a year.

More detailed information concerning the auditors’ fees can be found in the relevant notes to the Group’s Annual Reports. 

The Group Executive Team comprises the Chief Executive Officer (CEO) and the Chief Financial Officer (CFO) and other key executives.

The CEO is responsible for the ongoing management of the Company in accordance with the guidelines and instructions established by the Board.

The CEO and the Group Executive Team, supported by the various employee functions, are responsible for the adherence to the Group’s overall strategy, financial and business control, financing, capital structure, risk management and acquisitions. Among other tasks, this includes preparation of financial reports and communication with the stock market and other issues. The Company guidelines and policies issued include financial control, communication, brands, business ethics and personnel policies.

Executive Remuneration

The guiding principles for executive remuneration are found in the Remuneration Guidelines and are approved by the Annual General Meeting and attached to the Notice to AGM. The remuneration paid to the Group Executive Team, as well as information about the beneficial ownership of the Company shares and other financial instruments, are set out in the Annual Report every year.

Share based long-term incentive plans (LTIP)

Viaplay Group have two outstanding long-term incentive plans “LTIP 2021” and “LTIP 2022” for the Group Executive Team, other senior executives and key employees. The plans were approved by shareholders at the 2021 and 2022 Annual General Meetings. Full details of the plans can be found in the Notice to the 2021 AGM here and the 2022 AGM available  here.