Corporate Governance

Sound corporate governance is essential for the implementation of Atrium Ljungberg’s long-term business plans and day-to-day operations. Through transparency, we strive to provide clear insight into decision-making processes, responsibilities and authorities, as well as our various control systems.

The governance and management of the company are exercised through the shareholders, the Board of Directors, the CEO and the executive management team. Governance is primarily regulated by Swedish legislation, applicable EU regulations, the stock exchange’s listing requirements, the Swedish Corporate Governance Code, the Articles of Association, as well as internal guidelines and policies.

Annual General Meeting

Shareholders exercise their influence in the company through the General Meeting, which is the company’s highest decision-making body.

The General Meeting appoints the Board of Directors and auditors and determines principles for remuneration to the Board, auditors and executive management. At the Annual General Meeting, which must be held within six months of the end of the financial year, the income statement and balance sheet are adopted and decisions are made regarding the discharge of liability for the Board of Directors and the CEO.

The next Annual General Meeting will be held on 19 March 2026.

Dekorativ bild

Governance Documents and Information

Articles of Association

The Articles of Association state that the company’s operations are to “directly or indirectly, through wholly or partly owned companies, or through outsourced services, own, develop and manage real property and to conduct other activities compatible therewith, including, among other things, the provision of services.”

The Articles of Association further stipulate that the Board of Directors shall have its registered office in Stockholm and consist of no fewer than three and no more than ten members. The company’s financial year shall be the calendar year. The Annual General Meeting shall be held no later than six months after the end of each financial year.

To Articles of Association 2025

Nomination Committee

The Nomination Committee submits proposals to the Annual General Meeting regarding, among other things, the Chairman of the Meeting, the Chairman of the Board, Board members and fees. The assignment is carried out in accordance with the Swedish Corporate Governance Code.

The Nomination Committee consists of five members elected at the Annual General Meeting and serves until a new committee is appointed. The members are appointed by the largest shareholders as of the last banking day in February who wish to participate. If a shareholder declines, the next largest shareholder is invited. The Nomination Committee appoints a Chair from among its members. No remuneration is paid.

If a shareholder divests a significant portion of its holding, the member may be replaced. The number of members may also be increased to a maximum of seven to better reflect ownership or to ensure continuity.

Current Nomination Committee:

Auditors

In accordance with the recommendation of the Audit Committee and the proposal of the Nomination Committee, Deloitte AB was elected as the company’s auditor for the period until the end of the Annual General Meeting to be held in 2025.

It was noted that Deloitte AB has informed the company that the audit firm intends to appoint Authorised Public Accountant Hans Warén to sign the auditor’s report.

Remuneration

Fees are payable to the board in accordance with the resolution of the annual general meeting. The nomination committee is tasked with preparing and submitting proposals ahead of the annual general meeting regarding fees and how the fees should be apportioned between the chairman and the members of the board.  
The annual general meeting 2024 resolved that directors’ fees of SEK 1,680,000 in total should be payable to be apportioned as follows: SEK 480,000 to the chairman of the board and SEK 240,000 to each of the members of the board.

Guidelines for remuneration to senior executives

At the 2024 Annual General Meeting, the following guidelines were decided to apply until the annual meeting in 2028 unless circumstances arise that require prior revision. 

The Guidelines include the CEO and other members of the Senior Management. Remuneration included in the Guidelines shall include salary and other remuneration to the Senior Executives. Remuneration also includes the transfer of securities and the granting of the right to acquire securities from the Company in the future.

The Guidelines’ promotion of the Company’s business strategy, long-term interests and sustainability

The Company's business strategy is to develop attractive and sustainable urban environments where people want to live, work and stay, today and in the future. For further information on the Company’s business strategy, please visit www.al.se. The purpose with the remuneration package is to motivate, retain and reward qualified personnel for their contribution to achieving the Company’s business strategy, long-term interests and sustainability.

Types of remuneration, etc.

The remuneration offered shall be on market terms and consists of a fixed salary. No variable salary or performance-related compensation is paid. The pension benefits are premium defined, which means that the Company has no further obligation after payment of the annual premiums. Other benefits offered include a company car and wellness allowance.

Termination of employment

In the event of termination of employment by the Company, the CEO has twelve months’ notice period. Other members of the Senior Management have up to six months’ notice period. In the event of termination of employment by the Company, the CEO is entitled to severance pay amounting to twelve months’ salary. No other severance pay exists.

Salary and employment conditions for employees

Salary and employment conditions for the employees of the Company have been considered in the preparation of these remuneration guidelines by including information on the employees’ total income, the components of the remuneration and the increase and growth rate over time have been part of the Remuneration Committee’s and the Board of Directors’ basis of decision when evaluating whether the Guidelines and the limitations set out herein are reasonable. In the remuneration report to be prepared regarding paid and outstanding remuneration covered by the Guidelines, the development of the gap between the remuneration of the Senior Executives and the remuneration of other employees will be reported.

The decision-making process to determine, review and implement the guidelines

The Remuneration Committee consists of all members of the Board of Directors. The committee’s tasks include preparing the Board of Directors’ decision relating to remuneration guidelines, remunera- tion and other terms of employment for the Senior Executives of Company. The Remuneration Committee shall also monitor and evaluate ongoing and completed programs during the year for variable remuneration to the Senior Executives. It shall also follow and evaluate the application of the guidelines for remuneration to the Senior Executives that the Annual General Meeting is required by law to adopt as well as the applicable remuneration structures and remuneration levels in the Company.

The Board of Directors shall prepare proposals for new Guidelines at least every four years and submit the proposal to the Annual General Meeting for resolution. The CEO and other members of the Senior Management do not participate in the Board of Directors’ processing of and resolutions regarding remuneration-related matters in so far as they are affected by such matters.

Derogation from the guidelines

The Board of Directors may resolve to derogate from the Guidelines, in whole or in part, if in a specific case there is special cause for the derogation and a derogation is necessary to serve the Company’s long-term interests, including its sustainability, or to ensure the Company’s financial viability.

The proposal is essentially in line with the guidelines approved at the Annual General Meeting in 2020.

Corporate Governance Report

All companies listed on Nasdaq Stockholm are required to apply the Swedish Corporate Governance Code (the “Code”). The overall purpose of the Code is to contribute to improved governance of Swedish companies and it forms part of the business sector’s self-regulation.

In accordance with the Code, a Corporate Governance Report shall be included in the annual report and be made available on the company’s website.

To the Corporate Governance Report 2025

Previous Corporate Governance Reports