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 Board currently
consists of eight AGMelected directors and one employee
representative.
The 2010 AGM discharged the Board members and the President and
CEO from liability and reelected the board members Karl Olof Borg,
Carl Borrebaeck, Lars Ingelmark, Elisabeth Lindner, Svein Mathisen,
Björn Nilsson and Kenth Petersson. In addition, Lars Backsell
was newly elected as board member. Lars Henriksson had declined
re-election. The AGM elected Karl Olof Borg 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 2010 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, 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 2009 the Board of Directors held eight regular
meetings and three extra meetings. Attendance was high. 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 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
appointat 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.