The company’s capital is entirely held by Mike Koedinger through the companies Lemonland S.A. and Everybody’s Darling S.A.

 

 

The SHAREHOLDER’S STRATEGIC VISION

 

Towards a modern Luxembourg with the country’s first independent media company: challenger today, leader tomorrow.

 

 

The SHAREHOLDER’S AMBITIONS for Paperjam

 

To commit to the long-term development of Luxembourg. To contribute to the evolution of society and to the country’s international reputation by accompanying every political, social, and cultural development in a critical and constructive way. By encouraging decision-makers to find the best solutions. By placing emphasis on the innovative and creative strengths of this country.

 

To help raise the level of information and therefore the engagement of everyone in Luxembourg—whether residents, workers, or simply visitors. To improve understanding between different cultures by highlighting their achievements and individual contributions to our open and liberal society.

 

 

PAPERJAM’S EDITORIAL LINE

 

• Paperjam is an independent publisher serving no partisan, political, union, or religious interests;

• Dedicated to modernizing Luxembourg and enhancing its international visibility, Paperjam takes a sharp, constructive, and open look at national issues as well as business life. It echoes successes, but also takes a critical view of mistakes, failures, or excesses;

• Its editorial line is resolutely democratic, European, and liberal—economically and socially. It is neither revolutionary nor conservative, but firmly positions itself in the camp of progress and advancement.

 

 

PAPERJAM’S ACTIVITIES

 

We operate through four complementary business lines:

 

• Paperjam News: Independent and Influential Business Journalism

• Paperjam Club: Stronger Together in Business

• Paperjam Advertising: Advisory and Business Development

• Paperjam Studio: Native Advertising and Contract Publishing

 

 

THE GENERAL ASSEMBLY

 

The general assembly is sovereign. It votes on amendments to the statutes, appoints and dismisses members of the board of directors, and approves the accounts and the management of the board.

 

It meets at least once a year and whenever required by law.

 

It defines the strategic vision of Paperjam S.A.

 

 

THE BOARD OF DIRECTORS

 

Its role

Paperjam S.A. is managed by a board of directors whose role is to ensure the long-term success of the company in accordance with the shareholder’s strategic vision. It ensures the financial and human resources necessary for the company to achieve its objectives are available. The board decides on the company’s strategy, values, risk levels, and key policies.

 

It determines the structure of the executive committee and delegates the powers necessary to execute the strategy.

 

In fulfilling its role, the board of directors:

 

• develops the company’s general strategies and policies;

• adopts the annual budget and investment budget;

• authorizes shareholdings;

• oversees the existence and functioning of an internal control system;

• takes necessary measures to ensure the integrity of the financial statements;

• appoints members of the executive committee;

• reviews the performance of the executive committee;

• sets the CEO’s remuneration;

• validates the remuneration of executive committee members.

 

Organization and composition

The board of directors is composed of at least four members, including the company’s founder, with gender balance respected when the number of directors is even. If the number of directors is odd, the difference between male and female directors may not exceed one. Its composition reflects complementary skills and experience.

 

Except for the founder, all members of the board of directors are non-executive and independent.

 

The board elects a chairperson who fosters trust within the board and effective interaction with the executive committee.

 

Term of office

Independent directors are appointed for three years, renewable twice (a maximum of nine years). Exceptions may be made with a majority vote of the directors and two-thirds of the shareholders. Board members may be dismissed at any time by a general assembly representing two-thirds of the shares.

 

Operations

The board meets as often as necessary to fulfill its duties, at the chairperson’s discretion, or at the request of half its members. Meetings are generally held in Luxembourg.

 

A board meeting is valid if 75% of members are physically present or connected via company-approved means, unless exceptional circumstances prevent attendance, in which case decisions may still be taken if at least 50% of directors are present.

 

The chairperson ensures an agenda and relevant information are circulated in good time. Minutes summarize discussions, record decisions, and note any reservations raised. A secretary, appointed by the board, drafts minutes for approval and signature.

 

Decisions are made by majority vote of members present. Proxy voting is not allowed.

 

Rights and commitments of directors

Non-executive and independent directors play a complementary role, but independent judgment is required of all. Directors must gather all necessary information to maintain an in-depth knowledge of the company’s key aspects.

 

Each director must avoid conflicts of interest, declare them when they arise, and abstain from voting on the matter. A declaration of activities and financial interests is required at the start of the mandate and updated annually or as needed.

 

Remuneration of directors

Directors receive a fixed annual fee and a variable fee based on three-year objectives, as decided by the general assembly.

 

 

THE EXECUTIVE COMMITTEE

 

Its role

The executive committee implements the strategy defined by the board of directors. It is the key body for steering the company’s strategy.

 

It prepares for board approval:

 

• the strategic deployment plan;

• shareholdings;

• investments;

• annual budgets;

• annual accounts for shareholder approval;

• key management policies.

 

It regularly reports to the board on company performance and submits monthly and quarterly accounts for review. It manages the company’s daily operations collegially, making all necessary decisions within the approved strategy and budget.

 

Composition

The executive committee includes members covering:

 

• general management;

• finance;

• business lines;

• digitalization;

• human resources.

 

The CEO proposes the functions and individuals necessary for effective management to the board. Members must dedicate 100% of their professional time to the company unless otherwise authorized.

 

The CEO may also propose inviting independent advisors to participate in executive committee meetings (without voting rights).

 

Executive committee members include:

 

• Chief Executive Officer (CEO)

• Chief Operating Officer (COO)

• Chief Growth and Strategy Officer

• Director of Paperjam Club

• Director of Human Resources

• Director of Business Development

 

Line of business directors include:

 

• Chief Publishing House Officer

• Chief Paperjam Club Officer

• Head of Studio

• Director of Business Development

 

Appointment and evaluation

Executive committee members and independent advisors are appointed by the board on the CEO’s proposal.

 

Their performance is evaluated annually by the CEO, whose own performance is evaluated annually by the board.

 

Remuneration

Executive committee members’ remuneration includes a fixed component aligned with market practice and a variable component linked to company and individual performance. Reviewed annually by the CEO and submitted to the board for approval. The CEO’s pay is reviewed annually by the board.

 

Operations

The executive committee meets as often as needed. The CEO ensures agendas and documents are sent in time. Minutes summarize discussions and decisions. A secretary is appointed to draft minutes and ensure follow-up.

 

 

CONFIDENTIALITY OF INFORMATION

 

All documents and information provided to the board and executive committee are confidential, as are their deliberations.

 

Charter approved by the Board of Directors on 1 February 2023.