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 or on amendments to the Articles of
Association. The Board currently consists of seven AGM-elected
directors and one employee representative.
The 2011 AGM discharged the Board members and the President and CEO
from liability and re-elected the Board members: Lars Backsell,
Carl Borrebaeck, Lars Ingelmark, Elisabeth Lindner, Svein Mathisen,
Björn Nilsson and Kenth Petersson. The Chairman of the Board
Karl Olof Borg had declined re-election. The AGM elected Björn
Nilsson to be Chairman of the Board.
CEO Svein Mathisen is on the Board of Directors. Carl Borrebaeck,
member of BioInvent's Board of Directors, is employed as a senior
scientific advisor for the Company. He does not work with
BioInvent's operations in his capacity as scientific advisor. Other
elected directors are independent, both in relation to the
major shareholders and in relation to the Company and senior
management. Since no Company shareholders control 10 percent or
more of the shares and are not therefore categorized as major
shareholders, there can be no relationship of dependence between
the AGM-elected directors and major shareholders.
The 2011 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 2010 the Board of Directors held eight regular meetings and
three 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.
To find out more about our Board of Directors, please click here.
Auditors
According to the Articles of Association, BioInvent is to appoint at least one and no more than 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 2008 Annual General Meeting elected Ernst & Young AB to serve as the Company's auditors for the period until the end of the Annual General Meeting held during the fourth financial year after the auditors were elected, which is 2012. Johan Thuresson, authorised public accountant, is principal auditor.