Board of Directors and Auditors
BioInvent’s Board of Directors is elected annually at the AGM for the period until the next AGM and shall, according to the Articles of Association, consist of no less than five and no more than nine members. The Articles of Association contain no special provisions regarding the election or dismissal of Board members.
The 2022 AGM discharged the Board members and the CEO from liability and re-elected the Board members Kristoffer Bissessar, Dharminder Chahal, Thomas Hecht, Leonard Kruimer, Vincent Ossipow and Bernd Seizinger. Leonard Kruimer was re-elected Chairman of the Board.
The AGM resolved that the Board’s fee shall amount to SEK 682,500 to the Chairman of the Board and SEK 325,000 to each of the other Board members, who are not employed by the company. In addition hereto, the AGM resolved on fees for committee work of (i) SEK 70,000 to the Chairman of the Audit Committee and SEK 50,000 to other members of the Audit Committee, (ii) SEK 35,000 to the Chairman of the Remuneration Committee and SEK 25,000 to other members of the Remuneration Committee, and (iii) SEK 70,000 to the Chairman of the Scientific Committee and SEK 50,000 to other members of the Scientific Committee.
The Board of Directors consists of six directors elected by the General Meeting, as well as the employee representatives Vessela Alexieva and Martin Pålsson. All Board members elected by the General Meeting are independent in relation to the Company, senior executives, and major shareholders, except for Dharminder Chahal who is considered dependent in relation to major shareholders.
The work of the Board of Directors is governed by rules of procedure which are revised and adopted by the Board of Directors at least once a year. The rules of procedure primarily consist of directions for the Board of Directors work, instructions for the division of duties between the Board of Directors and the CEO and instructions for the financial reporting.
In 2021 the Board of Directors held seven ordinary meetings and three extraordinary 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 the senior management. Attorney Madeleine Rydberger, Mannheimer Swartling Advokatbyrå, has served as the secretary of the Board of Directors during the year. Regular items on the agenda at the meetings included monitoring of the operation in relation to the Company’s budget and strategic plan. In addition, the Board of Directors has considered and resolved on issues pertaining to research and development, financing, intellectual property, strategic focus and planning, the budget, essential agreements, audit, financial reporting, and compensation related issue.
The Board of Directors conducts an annual structured evaluation of the Board of Directors and the CEO, and the result of this evaluation is shared with the Nominating Committee. The evaluation is conducted with the purpose to develop the Board of Directors’ procedures and efficiency. The evaluation takes the form of a questionnaire that the Board members answer, after which the responses are compiled and presented to the Board of Directors and the Nomination Committee along with the results of the evaluations carried out in the two preceding years.
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According to the Articles of Association, BioInvent shall appoint a registered auditing Company for a term of two years. 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 AGM 2022 elected KPMG AB to serve as the Company’s auditors for a two-year mandate. Linda Bengtsson, authorized public accountant, is principal auditor.