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About Internationella Engelska Skolan

Operator of a chain of English school in Sweden. The company operates schools targeting primarily the compulsory school years. It operates 19 schools across Sweden and 1 school in the United Kingdom.

Internationella Engelska Skolan Headquarter Location

Nytorpsvagen 5A Taby

Stockholm, 18353,

Sweden

46 8 544 73 530

Latest Internationella Engelska Skolan News

Internationella Engelska Skolan i Sverige II : Corporate Governance Report 2019-2020

Nov 3, 2020

11/02 0 Message : CORPORATE GOVERNANCE REPORT Internationella Engelska Skolan i Sverige Holdings II AB (publ) ("Internationella Engelska Skolan" or "IES") is a Swedish public limited company whose shares are quoted on Nasdaq Stockholm's Mid Cap list. Corporate governance within IES Corporate governance is intended to ensure that the Board of Directors and management act to ensure the company's operations develop to create long-term value for shareholders and other stakeholders such as students, parents, employees and wider society. This includes ensuring: a proper organisation, systems for quality management, risk management and internal control, as well as transparent internal and external reporting. Responsibility for governance, management and controls is allocated between the shareholders, Board of Directors, its elected committees and the CEO. External regulatory frameworks consist of the Swedish Companies Act, Nasdaq Stockholm's Rulebook for Issuers and the Swedish Corporate Governance Code (the "Code"), as well as other applicable Swedish and foreign legislation and regulation (such as the Swedish Education Act). This corporate governance report has been prepared in accordance with the Swedish Annual Accounts Act. IES did not report any instances of non-compliance from the code for the 2019/20 financial year. In addition, the company has control instruments such as its Articles of Association, rules of procedure for the Board, instructions for the Board's committees, instructions for the CEO, approvals list, finance policy, communication policy, insider policy and ethical guidelines. The Board has decided not to create a dedicated internal audit function. The Board considers that the company's quality management system and each principal's and unit manager's responsibilities, combined with the company's CFO, satisfy the need for sufficient controls and monitoring including reporting to the Board of Directors. However, the Board considers the need for an internal audit function each year. Shareholders' meetings The shareholders' meeting is IES's chief decision making body. Shareholders exercise their voting rights on key issues at the shareholders' meeting, such as adoption of the income statements and balance sheets, allocation of the company's profits, discharging the Board members and CEO from liability, electing Board members and auditors, and compensation to the Board of Directors and auditor. Potential amendments to the Articles of Association are also resolved by the sharehold- ers' meeting. The Annual General Meeting (AGM) must be held within six months of the end of the financial year. IES's AGM for the 2019/20 financial year will be held on 24 November 2020. Extraordinary General Meetings (EGM) can also be convened in addition to the AGM. The Articles of Association stipulate that notice convening shareholders' meetings should be announced in the Swedish Official Gazette and also on the company's website. The company should announce that the notice has been published through an advertisement in the Swedish daily newspaper Svenska Dagbladet, placed at the same time. Entitlement to participate in shareholders' meetings Shareholders that wish to participate in shareholders' meetings must firstly be included in the share register as designated in Chapter 7, Section 28 third paragraph of the Swedish Companies Act regarding ownership six banking days prior to the meeting, and secondly notify the company by no later than the date stated in the notice to the meeting. This latter day may not be a Sunday, public holiday, Saturday, Midsummer's Eve, Christmas Eve or New Year's Eve, and may not fall before the fifth working day prior to the meeting. Shareholders may bring one or two assistants to meetings, although only if said shareholder has notified the company of this pursuant to the previous paragraph. Shareholders may notify their participation in several different ways, as stated in more detail in the notice convening each meeting. Shareholders are entitled to vote for all shares held. Initiatives from shareholders Shareholders that wish to have a matter considered at a shareholders' meeting must submit a request thereof to the Board of Directors. The Board must have received such request in good time prior to the shareholders' meeting, in accordance with what is stated on the company's website regarding notification of the timing and location of the shareholders' meeting. Nomination Committee The AGM on 21 November 2019 decided to adopt the following principles for the appointment of a Nomination Committee for the 2020 AGM. The Nomination Committee should consist of the Chairman of the Board and one representative of each of the three largest shareholders based on ownership of the company as of 31 March. If any of the three largest shareholders declines to appoint a representative on the Nomination Committee, this right defers to that shareholder which, after the three shareholders, has the next largest shareholding of the company. The Board will convene the Nomination Committee. That member representing the largest shareholder shall be appointed as Chairman of the Nomination Committee, unless the Nomination Committee unanimously appoints someone else. Should a shareholder, having appointed a representative to the Nomination Committee, no longer be among the three largest shareholders at a point in time falling three months before the AGM at the latest, that representative shall resign and the shareholder who has now become one of the three largest shareholders shall have the right to appoint one representative to the Nomination Committee. Should a change in the ownership occur during the three-month period prior to the AGM, the already established composition of the Nomination Committee shall remain unchanged. Should a member resign from the Nomination Committee before his or 56 Corporate Governance Report INTERNATIONELLA ENGELSKA SKOLAN 2019/20 ANNUAL REPORT her work is completed, the shareholder who has appointed such member shall appoint a new member, unless that shareholder is no longer one of the three largest shareholders, in which case the largest shareholder in turn shall appoint the substitute member. A shareholder who has appointed a representative to the Nomination Committee shall have the right to discharge such representative and appoint a new representative. Any changes to the composition of the Nomination Committee shall be announced immediately. The term of the office for the Nomination Committee ends when the next Nomination Committee has been appointed. The Nomination Committee shall carry out its duties as set out in the Code. The work of the Nomination Committee should assure the Board has the competence, experience and background its assignment requires. The Committee should also consider the versatility and breadth and that the Board has an even gender distribution. Consistent with the above, IES's Nomination Committee has the following members as of 30 June 2020 in addition to the Chairman: Birker B. Bahnsen, Bock Capital Jan Hummel, Paradigm Capital AG Barbara Bergström Shareholders The largest shareholders and their holdings are stated in the section on the IES share on pages 46-47. Board of Directors Composition of the Board of Directors IES's Articles of Association state that the Board of Directors, which is elected by the shareholders' meeting, shall consist of a minimum of three (3) and a maximum of ten (10) Board members with a maximum of three (3) deputy Board members. The Articles of Association contain no special provisions on appointing or dismissing Board members. Composition of the Board of Directors 2019/20 Independent of: Swedish Corporate Governance Code, etc.) IES ethos Audit Committee IES has established an Audit Committee consisting of at least two members. In 2019/20, the Audit Committee comprised Peter Wikström (Chairman) and Birker Bahnsen. The Audit Committee's duties include monitoring the company's financial reporting and the efficiency of the company's internal controls, keeping informed about the audit of the annual accounts and consolidated accounts, reviewing and monitoring auditor impartiality and independence, keeping informed about the conclusions of the Swedish Inspectorate of Auditors' quality control of the company's auditors, and especially, verifying whether the auditor has rendered the company other services apart from auditing (and where necessary, and to the extent permitted and considered appropriate, approving services other than auditing). Another of the Committee's duties is to evaluate the audit efforts and provide this information to the Nomination Committee, and provide assistance on the preparation of proposals for resolution at the shareholders' meeting regarding electing auditors, including administering the tendering process. The Audit Committee held four meetings in the financial year 1 July 2019 to 30 June 2020. Remuneration Committee The Board has established a Remuneration Committee comprising three members. In 2019/20, the Remuneration Committee comprised Carola Lemne (Chairman), Maria Rankka and Brian Hatch. The Remuneration Committee is to prepare proposals regarding remuneration principles, remuneration and other terms of employment for the CEO and senior executives. The Remuneration Committee is also to prepare matters on management succession planning for the Board to discuss and address further. Appraisal of the work of the Board of Directors The work of the Board of Directors is appraised each year through a structured process in which all Board members and deputy Board members respond to questions regarding how they perceive that the work of the Board has progressed in a number of relevant areas. The areas appraised include whether the Board's competence and composition is sufficient, as well as the orientation and focus of the work of the Board. The Chairman of the Board is responsible for this appraisal process and for ensuring that its results are presented to, and discussed within, the Board and Nomination Committee. Accordingly, this appraisal process provides supporting data for the Board of Directors' work and progress, and for the work of the Nomination Committee. The appraisal of the Board's work in 2019/20 was presented and discussed at the Board meeting on 9 October 2020. All Board members elected by shareholders' meetings responded to the survey, which was reviewed orally, with various developmental areas discussed. Compensation to directors and shareholdings Fees and other remuneration to Board members including the Chairman are resolved by the AGM. The AGM on 21 November 2019 approved fees of a total maximum of SEK 1,850,000 to be payable for the period until the end of the following AGM, with the following allocation. The Chairman of the Board is to receive a fee of SEK 500,000, the Chairman of the Audit Committee is to receive SEK 350,000 and the other members not employed by the company are to each receive SEK 250,000. Birker Bahnsen declined his fee. For information on compensation paid to Board members in the 2019/20 financial year, refer to Note 7. More information on the Board of Directors and their shareholdings is stated on pages 62-63. CEO and senior executives Anna Sörelius Nordenborg has been the CEO of IES since 25 November 2019. The segregation of duties between the Board of Directors and the CEO is stated in the rules of procedure for 58 Corporate Governance Report INTERNATIONELLA ENGELSKA SKOLAN 2019/20 ANNUAL REPORT the Board of Directors and instructions for the CEO. The CEO is also responsible for preparing financial reports and compiling information from management for Board meetings, and reports on this material at Board meetings. Pursuant to the instructions for financial reporting, the CEO is responsible for the company's financial reporting, and accordingly, should ensure that the Board of Directors receives sufficient information to evaluate the company's financial position continuously. The CEO should keep the Board continuously informed of the progress of the company's operating activities, operating income and results, and its financial position, liquidity and credit position, significant business events and any other business event, circumstance or relationship that could be assumed to be of material significance to the company's shareholders. The CEO is supported by an executive management team comprising the following on 17 August 2020: Vice CEO, CFO, COO, Head of HR, MD Spain, Head of Academics and Quality, School Lawyer, CIO, Head of Communications and IR, Director of Student Health and Head of Pastoral. For more information on the CEO and other senior executives, and their sharehold- ings, refer to pages 64-65. For a review of the CEO's and the rest of the management team's compensation, terms and conditions in the 2019/20 financial year, refer to Note 7. Board's proposed compensation guidelines for senior executives 2020/21 These guidelines refer to the senior executives of Internationella Engelska Skolan i Sverige Holdings II AB (publ) ("Internationella Engelska Skolan" or "the Company"). The guidelines are forward-looking, i.e. they are applicable to remuneration agreed, and amendments to remuneration already agreed, after adoption of the guidelines by the 2020 AGM. These guidelines do not apply to any remuneration decided or approved by the general meeting. The guidelines' promotion of the company's business strategy, long-term interests and sustainability The company's strategy is, in brief, to conduct school operations aimed at offering a safe and orderly school environment, giving children the opportunity to command the English language, and attaining a high level of academic quality for the education offered. For more information regarding the company's business strategy, please see http://corporate . engelska.se/about-ies/strategy. A prerequisite for the successful implementation of the company's business strategy and safeguarding of its long-term interests, including its sustainability, is that the company is able to recruit and retain qualified personnel. To this end, it is necessary that the company offers competitive remuneration. These guidelines enable the company to offer the executive management a competitive total remuneration. Two long-termshare-related incentive plans have been implemented in the company. Such plans have been resolved by the general meeting and are therefore excluded from these guidelines. These plans encompass the principals and other key individuals in the Group and senior executives in the company. The plans are distinctly linked to the business strategy and thereby to the company's long-term value creation, including its sustainability. The plans are further conditional upon the participant's own investment and holding periods of several years. For more information regarding these incentive plans, including the criteria which the outcome depends on, please see http://corporate.engelska.se/corporate-governance/incentive-programmes . Types of remuneration, etc. The remuneration shall be on market terms and may consist of the following components: fixed cash salary, pension benefits and other benefits. Variable compensation is not permitted. Additionally, the general meeting may - irrespective of these guidelines - resolve on, among other things, share-related or share price-related remuneration. For senior executives, pension benefits, including health insurance, shall be premium defined unless the individual concerned is subject to defined benefit pension under the ITP system. The pension premiums for premium defined pension shall amount to not more than 30% of the fixed annual cash salary. Other benefits may include, for example, life insurance, medical insurance and company cars. Such benefits may amount to not more than 30% of the fixed annual cash salary. Termination of employment The notice period may not exceed six months if notice of termination of employment is made by the company. Fixed cash salary during the notice period and severance pay may not together exceed an amount corresponding to the fixed cash salary for one year for the senior executive. When termination is made by the executive, the notice period may not exceed six months, without any right to severance pay. Salary and employment conditions for employees In the preparation of the Board of Directors' proposal for these compensation guidelines, salary and employment conditions for employees of the company have been taken into account by including information on the employees' total income, the components of the remuneration and increase and growth rate over time, in 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. The development of the gap between the remuneration to executives and remuneration to other employees will be disclosed in the remuneration report. The decision-making process to determine, review and implement the guidelines The Board of Directors has established a Remuneration Committee. The Committee's tasks include preparing the Board of Directors' decision to propose guidelines for executive remuneration. The Board of Directors shall prepare a proposal for new guidelines at least every fourth year and submit it to the AGM. The guidelines shall be in force until new guidelines are adopted by the general meeting. The Remuneration Committee shall also monitor and evaluate the application of the guidelines for executive remuneration as well as the current remuneration structures and compensation levels in the company. The CEO and other members of the executive 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. INTERNATIONELLA ENGELSKA SKOLAN 2019/20 ANNUAL REPORT Corporate Governance Report 59 Derogation from the guidelines The Board of Directors may temporarily 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. As set out above, the Remuneration Committee's tasks include preparing the Board of Directors' resolutions in remuneration -related matters. This includes any resolutions to derogate from the guidelines. Information on remuneration resolved but not yet due / Information on derogations from the remuneration guidelines resolved by the 2019 AGM For information on remuneration resolved but not yet due, refer to Note 7 in the annual report for the 2019/20 financial year. No deviations from the guidelines resolved by the meeting took place in the 2019/20 financial year. Internal controls and risk management Framework governing internal controls IES's work on internal control is based on two perspectives: firstly, internal controls and risk management regarding operations, and secondly internal controls and risk management relating to financial reporting. Internal governance and control should ensure that IES's financial reporting provides an accurate view of the company's financial position and that at any time, operations satisfy the standards and expectations applying to a company with publicly financed operations. Control environment IES's Board of Directors is ultimately responsible for the company satisfying the standards of good internal governance and control over financial reporting. Each year, the Board of Directors approves a number of policy documents which shall provide support to management and all employees on how to work to ensure accurate, complete and relevant reporting. Central documents include the Board of Directors' rules of procedure and instructions regulating the duties of the Chairman and CEO, and the segregation of duties between them, as well as overarching policies. Through delegation from the CEO, the company's CFO is responsible for ensuring compliance with approved guidelines for financial reporting, and implementation and compliance with internal controls. Apart from the company's finance policy and other policies, IES's finance manual is essential in this respect. The finance policy and finance manual were examined and approved by the Board. The finance policy and finance in tandem with accounting and financial reporting procedures, IES's internal controls and risk management are based to a high degree on systematic and far-reaching quality processes. Through its own processes, IES has created a quality system. Additionally, operations are regularly reviewed by the Swedish Schools Inspectorate. Within the framework of IES's quality systems, internal controls include controls of the company's and the Group's organisation, school performance in national tests and conducting the yearly survey of students, parents, and staff at school level. Performance below specified thresholds results in action plans and further investigation and follow-up actions. For several years, internal audits have also been conducted into the Group's operations intended firstly to verify that operations satisfy legislative, regulatory and other standards, and secondly to serve as tools for learning, development and quality processes. These audits are executed by management and central resources and include documentary studies, inspection visits and interviews with school managements, staff and students, and if shortcomings are identified, action plans are formulated. With the aim of gaining an overview and verifying current inspections and reporting procedures, logs of all current cases are also maintained. IES's Head of Academics and Quality and the school lawyer provide regular reports on units where there are risks of significant shortcomings. These are reported to Group management, which decides on whether specific actions are necessary. IES is characterised by rapid growth through new schools. IES has highly developed routines for new schools designed to integrate, and ensure that they comply, with the company's quality and accounting processes. In summary, IES's control environment is based on: governance and monitoring by the Board of Directors and its Audit Committee policy documents such as rules of procedure, finance policy and other policies regular monitoring and audits well-implementedethical guidelines and the company's core values, as well as a well-established internal quality management system. Risk assessment IES evaluates the operational risks each year. Operations have a fairly low risk profile within areas such as credit risk (high share of public customers/counterparties), market risk (stable markets and revenue flows based on a continuous need for education services, demographic growth and rate of price increase) and a low risk of corruption or financial impropriety. The company judges that the most important risks to manage are quality risks, i.e. the risk that quality does not live up to regulators' or students' standards, as well as political risks, inherent in the fact that the fundamental governing operations are largely based on politically decided frameworks. Both these risks are best managed through a good quality management model, clear ethical guidelines and a high degree of transparency regarding the company's operating activities. The Audit Committee bears responsibility for providing a process for risk assessment and risk management in financial reporting. 60 Corporate Governance Report INTERNATIONELLA ENGELSKA SKOLAN 2019/20 ANNUAL REPORT Control activities IES conducts regular monitoring and control of the company's operating activities against financial targets. The Board of Directors' monitoring is largely conducted by the Audit Committee, including through monitoring the reporting carried out by management and external auditors. The external auditors review selected parts of the internal control and report their findings to the Audit Committee. Internal control systems are designed to ensure accurate financial reporting and consistent monitoring of the Group's quality results, and to guarantee the necessary monitoring of compliance with the Group's policies, principles and instruc- tions. Internal controls should also ensure that the Group's financial reporting is prepared in accordance with legislation and applicable accounting standards, and that the Group is compliant with other relevant standards. Internal controls covering financial reporting consist of several key components: the internal authorisation structure, which is based on, and documented in, the approvals list, and requires at least two individuals reviewing and approving transactions and expenses the documentation of financial processes and policies in the Group's finance manual and finance policy the process whereby individuals at several levels in the organisation analyse financial results before external reporting is compiled, and the Audit Committee's duty of monitoring financial reporting and internal controls. Information and communication IES utilises communication and information channels designed to enable the rapid and accurate dissemination of relevant information externally and internally. The company has established routines enabling it to publish complete and transparent financial reporting. IES has policies and processes to prevent the release of inaccurate or unauthorised disclosure of information. The Board of Directors receives regular monthly reporting, operational and financial. The Board is responsible for external interim reports and annual accounts in accordance with legislation and the code. Financial statements are published on the company's website. Internal policy documents are in the company's management system. The outcome of the yearly quality survey is published for the Group overall each year. Monitoring IES works on internal controls and risk management primarily through Group management's regular monitoring of operations against established targets, and key figures, as well as through a focus on early warning signals. The company's key processes governing financial reporting and their appropriateness is regularly evaluated by the CFO and his/ her organisation. Compliance with the finance manual, policies and legislation is scrutinised, and any deviances either result in remedial action or enhancement of processes and procedures. A summary and status of identified actions is reported to the Board of Directors via the Audit Committee. Internal audit Based on the Audit Committee's evaluation, the Board of Directors has decided against establishing a dedicated internal audit function. The Board considers that IES's quality management system, each principal's and unit manager's clear responsibilities, and the CFO's continuous reporting to the Board of Directors satisfies the necessary control and monitoring standards. However, the Board considers the need for an internal audit function each year. Audit The auditor is to review the company's annual accounts and accounting records, and the Board of Directors and the CEO's administration. After each financial year, the auditors are to submit an audit report and consolidated audit report to the AGM. IES's Articles of Association stipulate that IES is to have a minimum of one, and a maximum of two, auditors, with or without deputies. IES's auditor until the 2020 AGM is KPMG AB, with Håkan Olsson Reising as auditor in charge. The Audit Committee appraises the auditors' work and independence each year. For information on compensation to auditors in the 2019/20 financial year, refer to Note 4. For more information on the principles applied: Swedish Companies Act, www.regeringen.se Independent of IES's major share- holders, but dependent in relation to IES and Group management. Born 1970. Education: Qualified teacher of German, English, mathematics and handicrafts. Bachelor of Science in Secondary Education, Slippery Rock University, University of Gävle, University of Gothenburg. Diploma for employee representatives, sustainability for Board members and cash-flow statements PTK (the Swedish council for negotiation and cooperation). Current directorships: - Selected previous positions: Compulsory School Teacher of German, English, mathematics, as well as woodwork and metalwork at IES Gävle since 2003. Safety Representative at IES Gävle and Deputy Head Safety Representative IES (current positions). Local Representative of LR at IES Gävle 2005-2014, LR chairman/Union Representative at Internationella Engelska Skolan AB 2013-2016. Shareholding, personal and related parties: 727 shares. 62 Corporate Governance Report INTERNATIONELLA ENGELSKA SKOLAN 2019/20 ANNUAL REPORT MARIA RANKKA Current directorships: - Selected previous positions: Compulsory School Teacher since 2011 and at IES Enskede since 2014. Local representative of LR at IES Enskede since 2018. Shareholding, personal and related parties: 0 shares. LINDA SVENMAN Independent of major sharehold- ers, but dependent in relation to IES and Group management. Born 1972. Education: Qualified teacher of social sciences, history, geography and religious studies. Practical executive English course, English language Centre, Brighton. Diploma for employee representatives, PTK (the Swedish council for negotiation and cooperation). Current directorships: - Selected previous positions: Served as a teacher within the municipal system since 1996, and at IES Örebro since 2003. Local LR represen- tative, Örebro. Shareholding, personal and related parties: 0 shares. Shareholdings are as of 30 June 2020 unless otherwise stated. EXECUTIVE MANAGEMENT

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