The Nomination Committee’s amended proposal follows the news announced in a press release April 22, 2020, regarding a directed issue to Hadean Ventures and the condition to elect Dr Roger Franklin as Director of NeuroVive's Board of Directors at a General Meeting on or prior to June 15, 2020.
In the Nomination Committee's proposal, which was published on April 20, 2020, the Nomination Committee submitted the following proposals to the Annual General Meeting: Chairman of the Annual General Meeting, election of the Chairman of the Board and other members of the Board, Board fees to the Chairman of the Board and members of the Board, remuneration for any committee work and election of auditors and fees, and guidelines for appointing members of the Nomination Committee and instructions for the Nomination Committee.
The Nomination Committee thus proposes the following:
Determination of the number of Board members and auditors, and determination of Directors’ and audit fees (point 11 and 12)
The Nomination Committee proposes that the Annual General Meeting resolves that the number of Board members shall be six and that one auditor shall be appointed. The Nomination Committee also proposes that fees to Board members elected by the Annual General Meeting not employed by the Company and members of the Board of Directors’ various Committees not employed by the Company shall be payable, as in the previous year, as follows:
- SEK 400,000 to the Chair of the Board;
- SEK 250,000 each to other Board members;
- SEK 100,000 to the Chair of the Audit Committee;
- SEK 50,000 each to other members of the Audit Committee;
- SEK 40,000 to the Chair of the Remuneration Committee;
- SEK 20,000 each to other members of the Remuneration Committee.
Having considered the Company’s and the Board of Directors’ appraisal of the auditors’ work, the Nomination Committee proposes that as in the previous year, audit fees should be in accordance with approved account pursuant to customary billing terms. No fees shall be payable to members of the Nomination Committee.
Election of the Board of Directors and auditor (point 13)
The Nomination Committee proposes that the Annual General Meeting approves re-election of the following Board members: David Bejker, Denise Goode, David Laskow-Pooley, Magnus Persson and Jan Törnell. The Nomination Committee also proposes the election of Roger Franklin as Board member. The Nomination Committee proposes that David Laskow-Pooley is re-elected as Chair of the Board.
Currently Stockholm-based partner at Hadean Ventures, Roger Franklin (born 1979), PhD, has wide ranging experience in life science and innovation spanning over a decade across the venture capital, investment banking and consulting industries. Prior to his business career, Roger completed his academic training in biochemistry at Oxford University before specializing in oncology during his doctoral work at Cambridge’s Laboratory of Molecular Biology (LMB). Before joining Hadean Ventures, Roger was senior pharmaceutical and biotechnology analyst at Liberum, a London based investment bank. Roger holds no shares in NeuroVive and is non-affiliated to the Company, the management and to major owners.
Furthermore, the Nomination Committee proposes that auditor firm MAZARS SET Revisionsbyrå AB are re-elected as the Company’s auditor, for the period until the end of the Annual General Meeting held in the financial year after the Auditor was appointed.
The Nomination Committee for the 2020 AGM comprises: Kristina Ingvar, Chair, for John Fällström, Andreas Inghammar for Rothesay Ltd and Michael Vickers for Maas Biolab LLC.
The Nomination Committee's other proposals to the Annual General Meeting remain unchanged.