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Corporate Governance

Corporate governance covers the structures and processes by which the company is governed. The objective of good corporate governance is to increase confidence in listed companies, increase their value for shareholders, and safeguard financial strength.

Good corporate governance is an important aim of NeuroVive. Through clear corporate governance, shareholders and participants on the financial markets will understand that decisions are taken on a rational basis, resulting in better decisions, and thus higher value of the company. The control aspect is also important for trust, as well as it being self-evident that NeuroVive complies with applicable legislation, marketplace regulation, the Swedish Code of Corporate Governance and Swedish Financial Supervisory Authority regulations.

Corporate Governance Reports

Annual General Meeting (AGM)

The AGM, which is the company’s highest decision making body, is the forum where shareholders exercise their influence over the company. NeuroVive’s AGM is held yearly and is open to all shareholders.

At the AGM, shareholders are offered the opportunity to put questions directly to the Chair, Board of Directors and CEO, even if the company does endeavor to respond to questions from shareholders whenever they arise in the year. The AGM resolves on matters including adopting the Income Statement and Balance Sheet, appropriation of the company's profit or loss, discharging the Board members and Chief Executive Officer from liability, election of Board members, Chair, as well as election of auditors and approval of fees to the Board of Directors and auditors.

Articles of Association

Board of Directors

The Board of Directors is the company’s highest administrative body subordinate to the AGM. The work of NeuroVive’s Board of Directors is regulated by applicable laws and ordinances, and by the Board of Directors’ rules of procedure, which are adopted annually. The rules of procedure contain rules for dividing responsibilities between the Board of Directors and CEO, financial reporting and audit issues.

The instructions for the Chief Executive Officer formalize customary activities such as the CEO’s undertakings to the company and Board of Directors, including responsibility for, and information regarding, regular delivery of expedient reports to the Board of Directors that are relevant for fulfilment of its duty to evaluate the company. The Board of Directors should ensure that regular planning, including business plans and budgets, are prepared and presented to the Board for decision.

Committees

Audit Committee
The Board of Directors has constituted a dedicated Audit Committee to support the Board in its supervisory role on audit issues.

The Audit Committee should contribute to producing good financial reporting that maintains market confidence in the company. The Committee should also ensure a qualified, effective and independent external audit of the company, and maintain good communication between the Board and external auditors elected by the AGM.

The members of the Audit Committee are: David Bejker (chairman), Denise Goode, Magnus Persson and Jan Törnell.

Remuneration Committee

The Remuneration Committee shall assist the Board in matters of salary and remuneration on issues relating to salary and remuneration. The Remuneration Committee’s duties include:

  • consulting on the Board of Director’s decisions on matters relating to remuneration principles, remuneration and other terms of employment of management,
  • monitoring and evaluating ongoing and concluded (during the year) programs for variable remuneration for the corporate management, and
  • monitoring and evaluating the application of guidelines for remuneration to senior executives that the AGM is legally obliged to resolve on, and applicable remuneration structures and remuneration levels in the Company.

 

The members of the Remuneration Committee are David Laskow-Pooley (chairman), Denise Goode and Jan Törnell

  • Nomination Committee

The AGM on 27 April 2018 resolved that NeuroVive shall have a Nomination Committee comprising one member for each of the three largest shareholders in terms of voting rights based on ownership statistics maintained by Euroclear Sweden AB as of 28 september 2018. If a shareholder does not exercise its right to appoint a member, entitlement to appoint a member of the Nomination Committee transfers to the shareholder who is the next largest shareholder in terms of voting rights. The Nomination Committee’s period of office runs until a new Nomination Committee has been appointed.

The Nomination Committee for the 2019 AGM comprised:

  • Kristina Ingvar, Chair – for Rothesay Limited/John Fällström
  • Michael Vickers – for Maas Biolab LLC /Marcus Keep
  • Fredrik Olsson – for Baulos Capital Belgium SA

In total, the Nomination Committee represents some 13 % of the votes in NeuroVive as of 28 September 2018.

The Nomination Committee’s task ahead of the AGM 2019 was to prepare proposals on the following matters to present to the AGM for resolution:

  • Propose the Chairman of the AGM
  • Propose the number of Board members
  • Propose remuneration to Board members and remuneration to Committee members
  • Propose remuneration to the Auditors
  • Propose the Chairman of the Board and other Board members
  • Propose guidelines for appointing members of the Nomination Committee and the assignments of the Nomination Committee
  • Propose remuneration to the members of the Nomination Committee

Auditor

The AGM 2016 elected public audit firm MAZARS SET Revisionsbyrå AB as auditor of the company for a period of four years. Authorized Public Accountant Michael Olsson was appointed Auditor in Charge.

Group management

Within the framework of directives issued by the Board of Directors, group management is responsible for managing the company's activities, producing and monitoring strategies and budgets, allocating resources, monitoring operating activities and preparing for Board meetings.

Incentive programs

NeuroVive does not currently operate any incentive programs for senior managers.

Remuneration

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IR Contact

Catharina Johansson

CFO

ir@neurovive.com

+46 (0) 46-275 62 21