Corporate Governance
Corporate governance of Viaplay Group is exercised through a number of corporate bodies. At the Annual General Meeting, shareholders exercise their voting rights with regard to the composition of the Board of Directors of Viaplay Group and election of external auditors. In addition to the Annual General Meeting, extraordinary general meetings can be convened when required. The duties of the Board are partly exercised through its Audit Committee and Remuneration Committee. The Chief Executive Officer of Viaplay Group (the “CEO”) is in charge of the day-to-day management of the Group in accordance with guidelines and instructions from the Board.
Viaplay Group’s Annual General Meeting will be held on 14 May 2024
The Nomination Committee consists of representatives of some of Viaplay Group’s largest shareholders.
Board of Directors
Click here to see the Directors of the Board.
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 TEAM 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.
Audit Committee
The Board of Directors has appointed an Audit Committee. According to the Swedish Companies Act, a member serving on the Audit Committee may not be employed by the company and at least one of the members of the Committee that is independent in relation to the company, its management and the major shareholders shall possess competence and experience within accounting or auditing. The Audit Committee shall consist of at least three members of whom the majority are to be independent in relation to the company and its management.
The current Audit Committee comprises the following members: Erik Forsberg (Chair of the Audit Committee), Katarina Bonde, Simon Duffy, Jacques du Puy and Didier Stoessel.
The Audit Committee’s responsibility is to: (i) monitor the company’s financial reporting and provide recommendations and proposals to ensure the reliability of the reporting, (ii) monitor the company’s efficiency relating to internal control, internal audit and risk management, (iii) stay informed regarding the audit of the Annual Report and consolidated accounts as well as regarding the conclusions of the Supervisory Board of Public Accountants’ quality controls, (iv) inform the Board of Directors of the result of the audit and the way in which the audit contributed to the reliability of the financial reporting, as well as the function filled by the Audit Committee, (v) review and monitor the impartiality and independence of the external auditor, with special attention to the services provided other than audit, (vi) assist the company’s Nomination Committee in preparing for the election of auditors at the Annual General Meetings of the company, (vii) monitor and govern the company’s compliance matters, (viii) review and make recommendations regarding the Group’s capital structure and financial strategy and dividend policy (as well as dividend proposal), (ix) review and discuss the quarterly financial results and make a recommendation to the Board of Directors and (x) assist the Remuneration Committee as applicable to review adjustments to performance KPIs in relation to compensation programmes.
Remuneration Committee
The Board of Directors has appointed a Remuneration Committee. According to the charter for the Remuneration Committee adopted by the Board of Directors, the Remuneration Committee shall comprise at least three members, which shall all be independent in relation to the company and the senior executives. The Board of Directors shall appoint the Chairman of the Remuneration Committee among the members of the Remuneration Committee. The Chairman of the Board of Directors may chair the Remuneration Committee. The other members of the committee are to be independent of the company and its management.
The current Remuneration Committee comprises the following members: Andrea Gisle Joosen (Chair of the Remuneration Committee), Anna Bäck, Maxime Saada and Annica Witschard.
The responsibility of the Remuneration Committee is to: (i) prepare the Board of Directors’ resolutions on issues related to remuneration principles, compensation and other employment terms for the senior executives, (ii) monitor and evaluate ongoing plans and plans which have been completed during the year in respect of variable compensation for the senior executives, (iii) monitor and evaluate the application of remuneration guidelines in respect of the senior executives, which the Annual General Meeting shall resolve on as well as current remuneration structures and compensation levels of the Group. Further the Remuneration Committee shall: (i) review and develop the remuneration guidelines for the senior executives, (ii) review and develop as well as prepare the detailed terms of the company’s long-term incentive plans and (iii) review the CEO’s and the other senior executives’ terms of employment and remuneration.
Remuneration to the Board members
The remuneration to the Board members is proposed by the Nomination Committee, comprising the company’s largest shareholders and approved by the Annual General Meeting. The Nomination Committee’s proposal is based on benchmarking of peer group company compensation and company size. Information on the remuneration of Board members is provided in Viaplay Group’s Annual Report. Board members do not participate in the Group’s incentive schemes.
You can find out more about out our Chairman and Board Members here.
Auditors
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 14 May 2024. 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 2024, the registered auditing company KPMG was elected as auditor until the end of the Annual General Meeting 2025.
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.
CEO & Group Executive Team
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.