Corporate governance report

Board of Directors

The Board of Directors is the second highest governing body after the Annual General Meeting. The Board of Directors is responsible for Nordic Iron Ore’s organisation and management of the company’s affairs. The Board of Directors shall continuously monitor the company’s and group’s financial situation, and ensure that the company’s organisation is structured to ensure that all bookkeeping, asset management and the company’s financial condition are managed in a satisfactory manner. The Board of Directors is elected until the next AGM.

The Company’s Board of Directors currently consists of four Board of Directors members, with two deputies.

The Board of Directors of Nordic Iron Ore’s have expertise and experience in areas relevant to the company. The Board of Directors includes members that have expertise and experience of, inter alia, the market for iron ore, business development, business management and finance.

The Board of Directors work is based on applicable laws, rules and the rules of procedure adopted by the Board of Directors. The rules of procedure are regularly reviewed and adopted at least once a year at the inaugural Board of Directors meeting following the AGM.

The Board of Directors has decided not to appoint any board committee at the present time, on the grounds that the Board of Directors considers that the duties required by the remuneration and audit committees during the current stage of company development, would be managed more effectively within the Board of Directors’ existing framework.

The Board of Directors is kept informed of the Company’s financial position and performance at each Board meeting. The financial reporting to the Board of Directors must be in accordance with established instructions regarding financial reporting.

General Meeting

Nordic Iron Ore’s supreme governing body is the AGM where shareholders exercise their influence on the company. An AGM is held each year. The AGM determines issues such as the adoption of the income statement and balance sheet, distribution of profits or loss, discharge of liability of the Board of Directors and Chief executive Officer and the election of the Board of Directors and auditors and determine their fees.

According to Nordic Iron Ore’s articles of association, the AGM is held in Ludvika municipality, where principal operations are intended to be conducted or in the municipality of Stockholm. Notice of the AGM and extraordinary general meeting where any changes to the articles of association is dealt with must be issued no earlier than six and no later than four weeks before the meeting. Notice for an extraordinary general meeting must be issued no earlier than six and no later than two weeks before the meeting. Notice of the AGM must be published in the Post och Inrikes Tidningar journal and on the company’s website. Information that the notice has been issued will be advertised in the Dagens Industri daily newspaper. Shareholders that hold shares registered in Euroclear’s share register and have also announced their participation to the company at the right time, have the right to attend and vote at the AGM according to their shareholding.

Nomination Comittee

The General Meeting decided that the Nomination Committee ahead of the Annual General Meeting 2016 shall be decided by way of the Chairman of the Board of Directors contacting at least three of the largest shareholders at year-end 2015. These are requested to nominate a representative each who, together with the Chairman of the Board of Directors will make up the Nomination Committee.

Auditors

At the Extraordinary General Meeting, May 22th 2015, accounting firm Öhrling PricewaterhouseCoopers AB where elected auditors of the company with Authorised Public Accountant Annika Wedin as chief auditor with mandate for the period up until the end of the Annual General Meeting 2016.