Work of the Board of Directors
After the general meeting, the Board of Directors is the Company’s highest decision-making body. The Board of Directors shall be responsible for the organization and management of the Company’s affairs, for example by establishing targets and strategies, securing procedures and systems for monitoring of set targets, continuously assess the Company’s financial position and evaluate the operational management.
Furthermore, the board of directors is responsible for ensuring that correct information is given to the Company’s stakeholders, that the Company complies with laws and regulations and that the Company prepares and implements internal policies and ethical guidelines. The board of directors also appoints the Company’s CEO and determines his or her salary and other remuneration on the basis of the guidelines adopted by the general meeting.
The board of directors has its registered office in Stockholm. According to Oncopeptides’ articles of association, the board of directors shall consist of no less than three (3) and no more than eight (8) members without deputies. The board of directors currently consists of six members, elected by the annual general meeting held in June 2022.
All board members are elected until the end of the 2023 AGM.
|Name||Board Position||Board member since||Independent in relation to||Holdings in Oncopeptides (1)|
|The Company and its management||Major shareholders||SH||EO||SA|
|Brian Stuglik||Ordinary member||2018||Yes||Yes||–||–||13,142|
|Cecilia Daun Wennborg||Ordinary member||2017||Yes||Yes||11,800||–||13,142|
|Jennifer Jackson||Ordinary member||2018||Yes||No||–||–||13,142|
|Per Samuelsson||Ordinary member||2012||Yes||No||–||–||–|
|Ulf Jungnelius||Ordinary member||2011||Yes||Yes||57,750||–||13,142|
|(1) Refers to shares (“SH”), employee options (“EO”) and Share Awards (“SA”) held in their own name as well as by affiliated natural and legal persons. Each employee option that is vested in accordance with existing terms and conditions entitles to subscription of 900 ordinary shares per option in the Company. The Share Awards entitels to one share in accordance with existing terms. For terms, please read under Corporate Governance – Remuneration.|
|Updated August 31, 2022.|
According to the Code, the majority of the board members elected by the general meeting shall be independent of the Company and its management. In determining whether or not a board member is independent, an overall assessment shall be made of all the circumstances that could call into question the independence of the board member in relation to the Company or its management.
Furthermore, according to the Code, at least two of the board members who are independent in relation to the Company and its management shall also be independent in relation to major shareholders. Major shareholders refer to shareholders who directly or indirectly control ten percent or more of all shares and votes in the Company. To determine a board member’s independence, the extent of the member’s direct and indirect relationships with the major shareholder must be considered. A board member who is an employee or a board member of a company that is a major shareholder is not considered to be independent.
The board members and the board of directors’ assessment of the board members’ independence in relation to the Company and its management and in relation to major shareholders are presented in the table above. As indicated, it is the board of directors’ assessment that the Company fulfils the Code’s requirement with regard to independence.
The board of directors adheres to written rules of procedure which are revised annually and adopted at the inaugural board meeting. The rules of procedure govern, among other things, the practice of the board of directors, tasks, decision-making within the Company, the board’s meeting agenda, the chairman’s duties and allocation of responsibilities between the board of directors and the CEO.
Instructions for financial reporting and instructions for the CEO are also determined in connection with the inaugural board meeting. The board of directors’ work is also carried out based on an annual briefing plan which fulfils the board’s need for information.
In addition to board meetings, the chairman and the CEO maintain an ongoing dialogue regarding the management of the Company. The board of directors meets according to a pre-determined annual schedule and at least five ordinary board meetings shall be held between each annual general meeting. In addition to these meetings, extra meetings can be arranged for processing matters which cannot be referred to any of the ordinary meetings.
Chairman of the board of directors
The role of the chairman is to lead the board of directors’ work and to ensure that the work is carried out efficiently, and that the board fulfils its obligations. The chairman shall, through contact with the CEO, monitor the development of the Company and ensure that board members regularly receive, from the CEO, the information needed to be able to monitor the Company’s financial position, financial planning and development. The chairman shall also consult with the CEO on strategic matters and verify that the board’s resolutions are implemented in an effective manner. The chairman is responsible for contacts with the shareholders in respect of ownership matters and to communicate the point of view of the owners to the board. The chairman does not participate in the operative work within the Company and is not part of the senior management.