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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.

Annual General Meeting 2018 

Annual General Meeting for NeuroVive Pharmaceutical AB (publ) will be held at CEST 04:00 p.m. on April 26, 2018, at Medicon Village, Scheelevägen 2, Lund, Sweden.

Shareholders are entitled to have a matter addressed by the Annual General Meeting as long as their request has been received by the Board of Directors by 10 March 2018. The Board of Directors can be contacted by email at: styrelsen@neurovive.com, or by post at: NeuroVive Pharmaceutical AB, FAO: Greg Batcheller, Medicon Village, 223 81 Lund, Sweden.

The AGM on 27 April 2017 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 30 September 2017. 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 2018 AGM comprises:

•    Michael Vickers, Chairman, for Maas Biolab/Marcus Keep
•    Andreas Inghammar for Eskil Elmer
•    Tomas Hagström for Greg Batcheller

In total, the Nomination Committee represents some 10 % of the votes in NeuroVive as of 30 September 2017.

The Nomination Committee’s task ahead of the AGM 2018 is 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

Shareholders wishing to make proposals on the above matters can contact the Committee by email at: valberedningen@neurovive.com, or by post at: NeuroVive Pharmaceutical AB, FAO: Nomination Committee, Medicon Village, 223 81 Lund, Sweden. In order for the Nomination Committee to consider the proposals received with due care, proposals should be received by the Nomination Committee by no later than 1 February 2018.

Annual General Meeting 2017 – documents

Annual General Meeting 2016 – documents

Extra General Meeting 2016 – documents

Annual General Meeting 2015 – documents

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 and Jan Törnell.

Remuneration Committee
A constituent meeting on 27 April 2017 resolved that remuneration issues shall be handled by the Board in full without a separate Remuneraion Committee.

Nomination Committee

The AGM on 28 April 2016 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 30 September 2016. 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 2017 AGM comprises:

  • Anders Ermén, Chairman – nominated by Baulos Capital Belgium SA / Fredrik Olsson
  • Michael Vickers – nominated by Maas Biolab LLC / Marcus Keep
  • Andreas Inghammar – nominated by Eskil Elmer

In total, the Nomination Committee represents some 19 % of the votes in NeuroVive as of 30 September 2016.

The Nomination Committee’s task ahead of the AGM 2017 is 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

Shareholders wishing to make proposals on the above matters can contact the Committee by email at: valberedningen@neurovive.com, or by post at: NeuroVive Pharmaceutical AB, FAO: Nomination Committee, Medicon Village, 223 81 Lund, Sweden. In order for the Nomination Committee to consider the proposals received with due care, proposals should be received by the Nomination Committee by no later than 1 February 2017. 

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 Bengt Ekenberg 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

2016

2015

2014

2013 

2012 

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