Board of Directors and Auditors
BioInvent's Board of Directors is elected annually at the AGM for the period until the next AGM and, according to the Articles of Association, is to consist of no fewer than five and no more than nine members. The Articles of Association do not contain specific stipulations on the appointment or dismissal of Board members. The Board currently consists of five AGM-elected directors and two employee representatives.
The 2013 AGM discharged the Board members and the CEO from liability, re-elected the ordinary Board members Lars Backsell, Lars Ingelmark, Elisabeth Lindner, Björn O. Nilsson and newly elected Dharminder Chahal and Jonas Jendi. Björn O. Nilsson was reelected Chairman of the Board.
The 2013 AGM set the Board's fees at SEK 400,000 for the Chairman of the Board and SEK 160,000 for each of the other members of the Board not employed by the Company. In addition hereto, but not to the Chairman of the Board, it was decided that SEK 50,000 shall be the fee for the Chairman of the Audit Committee and SEK 40,000 shall be the fee for each of the other members in the Audit Committee and SEK 20,000 shall be the fee for each of the members in the Remuneration Committee.
The Board has two preparatory committees, the Remuneration Committee and the Audit Committee. The work of the Board is governed by rules of procedure that are revised and re-adopted by the Board at least once a year. The rules of procedure consist primarily of directions for the work of the Board, instructions for the division of duties between the Board and the CEO and instructions for financial reporting.
In 2012 the Board of Directors held eight regular meetings and seven extra meetings. The Board of Directors met with the Company's auditor on two occasions, including one occasion without the presence of the CEO or other persons from senior management. Attorney Madeleine Rydberger, Mannheimer Swartling Advokatbyrå, served as the secretary of the Board during the year. Regular items on the agenda at the meetings included following up on the operation in relation to the Company's budget and strategic plan. In addition the Board has considered and resolved on issues pertaining to research and development, financing, intellectual property, strategic focus and planning, the budget, essential agreements, audits, financial reporting and compensation related issues. Once a year the Board conducts an evaluation of its work and the work of the CEO and this evaluation is provided to the Nominating Committee.
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According to the Articles of Association, BioInvent is to appoint at least one and no more then three auditors for a term as prescribed by law. The auditor attends at least one Board meeting a year not attended by the CEO and other members of the Company's senior management. The 2013 Annual General Meeting elected KPMG AB to serve as the Company's auditors for a two-year mandate. Alf Svensson, authorised public accountant, is principal auditor.