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 Board currently consists of six AGM-elected directors and two employee representatives.
The 2017 AGM discharged the Board members and the CEO from liability, re-elected the ordinary Board members Björn O. Nilsson, Lars Ingelmark, An van Es-Johansson and Vincent Ossipow and elected Dharminder Chahal and Niklas Prager as new Board members. Björn O. Nilsson was re-elected Chairman of the Board.
The 2017 AGM resolved that the Board’s annual basic fees shall amount to SEK 525,000 to the Chairman of the Board and SEK 235,000 to each of the other Board members, who are not employed by the company. In connection hereby it was resolved that the fees for Board members who elect to not participate in the Board share program resolved by the general meeting shall amount to SEK 400,000 to the Chairman of the Board and SEK 160,000 each to the other members of the Board (unchanged). In addition hereto, the AGM resolved on fees for committee work in the amounts of SEK 50,000 to the Chairman of the Audit Committee, SEK 40,000 to each of the other members of the Audit Committee and that no fee for work in the Remuneration Committee shall be paid. Fee for committee work shall not be paid to the Chairman of the Board.
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 2016 the Board of Directors held seven regular meetings and nine 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 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 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 issues.
Once a year the Board of Directors evaluates its own work and the work of the CEO with a view to develop Board procedures and efficiency. The evaluation takes the form of a questionnaire that the members answer, after which the responses are compiled and presented to the Board 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 2016 elected KPMG AB to serve as the Company’s auditors, for a two-year mandate. Eva Melzig, authorized public accountant, is principal auditor.