Corporate Governance Report 2022
Active Biotech is a Swedish public limited liability company whose shares are traded on Nasdaq Stockholm (Small Cap). In accordance with its Articles of Association, Active Biotech is to engage in research, development, production, marketing and sales of medical, chemical and biotechnology products, conduct administrative services for the Group and undertake any other operations compatible therewith.
This Corporate Governance Report describes Active Biotech’s corporate governance, which includes the management and administration of the company’s business and internal control of the financial reporting.
Corporate Governance in Active Biotech is based on applicable rules (primarily the Swedish Companies Act and accounting rules and regulations), the Articles of Association, Nasdaq Stockholm’s Rule Book for Issuers, internal guidelines and policies, and the Swedish Corporate Governance Code.
Application of and deviations from the Code
Active Biotech applies the Swedish Corporate Governance Code (the Code). Information about the Code can be found at www.corporategovernanceboard.se. The company deviated from item 2.4 of the Code in 2022. The Election Committee appointed the Chairman of the Board to be the Chairman of the Election Committee. The motivation for this is the Election Committee’s assessment that, since the company’s main owner Mats Arnhög (MGA Holding) stepped down from the Board and the position as Chairman of Board, it was appropriate given the interest in effective and cohesive Election Committee work that the company´s Chairman of the Board, Michael Shalmi, was also appointed as convener and Chairman of the Election Committee.
At December 31, 2022, the number of shareholders in Active Biotech amounted to 14,516. For information concerning the company’s major shareholders and the ownership structure, see page 32 of the 2022 Annual Report.
Annual General Meeting
The Annual General Meeting (AGM) is Active Biotech’s highest decision-making body. In addition to shareholders’ statutory rights to participate in the AGM, Active Biotech’s Articles of Association stipulate the requirement of advance notification of participation at the Meeting within a prescribed time as stated in the notice of the AGM. The shareholder is to state the number of accompanying assistants, if any, in such notification. At the AGM, each share represents one vote. Each shareholder entitled to vote at the Meeting may vote for the full number of shares held. Each share offers equal entitlement to dividends and any surplus on liquidation of the company. At the AGM, which is held not more than six months after the close of the fiscal year, the annual accounts for the preceding year are adopted, the Board of Directors is elected, auditors are appointed, if applicable, and other statutory matters are addressed. Between AGMs, the Board of Directors is the company’s highest decisionmaking body. At the AGM on May 19, 2022, it was resolved to grant authorization to the Board, for a period that does not extend past the date of the next AGM, on one or several occasions, with or without preemptive rights for shareholders, to resolve on the issue of new shares and/ or convertibles. It should also be possible to make such an issue resolution stipulating in-kind payment, the right to offset debt or other conditions. The authorization may not be utilized to a greater extent than would enable a total of not more than 30 percent of the total number of shares to be issued and/or arise through the conversion of convertibles issued with the support of the authorization.
At the AGM on May 19, 2022, it was resolved that the company’s Chairman, based on ownership at the end of September 2022, convene an Election Committee to prepare proposals for the 2023 AGM. According to the resolution, the Election Committee comprises the Chairman of the Board and representatives of each of the three largest shareholders in the company. The members of the Election Committee receive no remuneration from the company for their work. The Election Committee performs the tasks incumbent on the Election Committee under the Code. The composition of the Election Committee was announced on December 5, 2022. A meeting of the Election Committee was convened on one occasion ahead of the 2023 AGM, which was attended by all of its members.
|Members||Represents||Board member or not|
|Michael Shalmi||Chairman of the Board||Chairman|
|Mats Arnhög||MGA Holding AB||Not a member|
|Peter Lundkvist||Third Swedish National Pension Fund||Not a member|
|Peter Thelin||Sjuenda Holding AB||Board member|
Board of Directors
In accordance with Active Biotech’s Articles of Association, the Board comprises between three and nine members with at most nine deputies. The 2022 AGM elected the current Board, which consists of six ordinary members with no deputies. Michael Shalmi was elected Chairman of the Board. The AGM resolved that remuneration of the Board’s ordinary members be paid in the amount of SEK 200,000 per year for Board members who are not employed at the company, and remuneration of the Chairman of the Board be paid in the amount of SEK 500,000 per year. For a more detailed presentation of the Board members and President & CEO, see page 39-40 of the 2022 Annual Report. Of the Board members elected by the 2022 AGM, all are independent in relation to the company and executive management. All of the six members are independent in relation to the company’s major shareholders.
The work of the Board and formal work plan
The Board works in accordance with an established formal work plan describing the minimum number of Board meetings to be held each year, routines for the preparation of the agenda minutes of the meetings as well as the distribution of material. One section of the formal work plan regulates the division of duties in the Board and describes the responsibilities of the Board, the Chairman and the President & CEO. The Board should primarily focus on general and long-term issues as well as issues of exceptional nature or great importance in other respects. The Chairman directs the work of the Board and represents the Board both externally and internally. The formal work plan also identifies the Board members who, in accordance with specific decisions, have been appointed as the management’s contacts in the event of a crisis. At each scheduled Board meeting, the President & CEO reports on operations. The report comprises information on project development, plans and progress in research activities, financial reporting with forecasts as well as business development. The Board decides on issues in which the Swedish Companies Act and the Articles of Association require the Board’s decision as well as on such issues as policy matters, strategy, business decisions (such as research plans), budget, business plans and key agreements. In 2022, 13 meetings were held at which minutes were taken. Important issues addressed by the Board included development of research projects, business development projects, partner strategy, financial statements and budget and financing matters. Minutes were recorded by the Board’s secretary, a role that was filled by the company’s CFO Hans Kolam during the year. The Chairman of the Board ensures that an annual assessment of the Board’s work is conducted that provides the Board members with the opportunity to present their views on work procedures, Board material, their own efforts and the efforts of other Board members and the scope of the task. The Election Committee was informed of the results of the assessment. On the basis of this information, the Election Committee can determine the skills and experience that Board members are required to hold. The Election Committee has also had access to information regarding the company’s assessment of the quality and efficacy of the auditor’s work, including recommendations concerning the appointment of auditors and auditor’s fees. The assessment is that the Board’s collective expertise is favorably compatible with the company’s strategic visions and goals. The Board functions well and all members make a constructive contribution to the strategic discussions and the governance of the company. The dialog conducted between the Board and management was also deemed to be productive.
|Board member||Attendance at Board meetings||Independent/dependent|
Audit, Scientific and Remuneration committee
The Audit committee consist of the following members; Peter Thelin, Michael Shalmi and Uli Hacksell. The purpose of the Audit committee is to increase the board of directors focus to the audit process and audit results of the company, and to facilitate an improved contact between the board of directors and the company´s auditor thereby improving the review of the company´s financial risk exposure, risk management and financial reporting. The Audit committee shall report its decisions, proposals, findings, and conclusions to the board of directors.
The Scientific committee consists of the following members; Elaine Sullivan, Axel Glasmacher (Chair) and Aleksandar Danilovski. The purpose of the Scientific committee is to provide input and advise board and management of Active Biotech on matters relating to the company’s research and development strategy, including review of the company’s planned or ongoing research activities and plans. To accomplish this, the Scientific committee will, on its own and/or together with external experts, as deemed appropriate, on a regular basis evaluate, and monitor the scientific plans as well as individual project progress and performance of the company’s project portfolio. The Scientific committee is a resource to management, and members of the Scientific committee may be consulted individually or collectively. The meetings in the committee are prepared by the company’s CEO together with the Chair of the committee. The Scientific committee shall to the board of directors provide strategic advice on emerging regulatory, clinical and scientific issues pertaining to the project portfolio of Active Biotech or areas of special interest to the company.
|Member||Attendance in Scientific committee|
|Axel Glasmacher (Chair)||4/4|
|Member||Attendance in Audit committee|
|Michael Shalmi (Chair)||7/7|
The company does not have a separate committee for remuneration. Instead, these matters are dealt with by the Board in its entirety. Salaries, remuneration, terms and conditions of employment and so forth, for the Board, President & CEO and executive management are detailed in Note 4 on pages 67-73 of the 2022 Annual Report.
Control systems and risk management regarding financial reporting
In accordance with the Swedish Companies Act and the Swedish Corporate Governance Code, the Board of Directors is responsible for the company’s internal control. Active Biotech’s work on internal control is designed to provide reasonable assurance that the company’s goals are achieved in terms of an appropriate and efficient operation, reliable financial reporting and compliance with applicable legislation and regulations. Active Biotech’s business is primarily operated at one site and is therefore deemed to be of limited complexity.
The internal control environment at Active Biotech follows the established COSO framework that comprises the following five components:
- Control environment
- Risk assessment
- Control activities
- Information and communication
1. Control environment
The basis of the internal control of the financial reporting is the control environment that comprises the organization, decision-making procedures, authorities and responsibility, as documented and communicated in governance documents such as internal policies, guidelines and manuals. Authorizations and responsibilities are documented, such as the division of duties between the Board and the President & CEO.
2. Risk assessment
Structured risk assessments and risk management enables identification of significant risks that affect the internal control relating to financial reporting and where these risks are found. The aim of risk management is to minimize the number of risk factors within the financial reporting.
3. Control activities
The aim of control activities is to prevent, detect and correct errors and non-conformities in the financial reporting. Activities include analytical follow-ups and comparison of earnings trends, account reconciliations and balance specification, approval and reporting of business transactions and partnership agreements, power of attorney instructions, authorization manual, accounting policies and measurement principles.
4. Information and communication
Active Biotech has information and communication channels that aim to ensure that information relating to the financial reporting is provided efficiently and accurately. The guidelines for the financial reporting have been established in a policy document. Meetings are held at management group level within the company, and subsequently at the level deemed suitable by the managers, and a number of meetings are held for all employees. The Board regularly receives financial reports on the Group’s financial position and earnings trend, including comments, and the Group’s financial situation is addressed at every Board meeting. The Board of Active Biotech ensures the quality of financial reporting by ensuring that the company has an appropriate organization combined with procedures and instructions for its work on financial reporting. The aim of the procedures for the external provision of information is to provide the market with relevant, reliable and correct information on Active Biotech’s performance and financial position. Active Biotech has an information policy that meets the requirements imposed on listed companies. Financial information is regularly provided in the form of:
- Year-end and interim reports, published as press releases
- Annual reports
- Press releases regarding important news and events that may have a significant impact on the valuation of the company and the share price
- Presentations and telephone conferences for financial analysts, investors and media
All reports, presentations and press releases are published on the Group’s website, www.activebiotech.com, when they are simultaneously communicated to the market.
The internal control is monitored at various levels at Active Biotech. The Board discusses all interim reports, year-end reports and annual reports before they are published.
Given the Group’s uncomplicated legal and operational structure and the established governance and internal control systems, the Board has decided not to have a separate internal audit function. The Board evaluates and continuously follows up the issue of possibly establishing an internal audit function.
The company has at least one and at most two auditors and at most two deputy auditors. At the AGM on May 19, 2022, KPMG AB was elected as the company’s auditor for the period extending until the end of the AGM held in 2023. Authorized Public Accountant Linda Bengtsson is auditor-in-charge. Information concerning auditors’ fees is presented in Note 3 on page 66 of the 2022 Annual Report. The interim report for the January-September period 2022 was the subject of review by the auditors.
With the aim of determining principles for the company’s communication, the Board has established an information policy. This summarizes overriding goals and responsibilities for the external publication of Active Biotech’s information. The goal when providing information to the stock market is to achieve a correct valuation of the company’s share that reflects the company’s underlying values, growth and earnings capacity in as stable a manner as possible. An unconditional requirement is that the information to the stock market complies with Nasdaq Stockholm’s Rule Book for Issuers and applicable legislation and ordinances. The company’s Board, management and personnel with operational responsibility must possess the requisite level of competence, and the company must have an organization in place that ensures the rapid and correct dissemination of stock market information.
Within Active Biotech, environmental and safety work is important and the company has therefore established an environmental policy. Responsibility is decentralized so that each manager and employee is responsible for meeting goals relating to both the internal and external environment, as well as safety. This applies to all areas from proprietary research to contract manufacturing of candidate drugs and production. In addition, Active Biotech places great importance to ensuring that external partners have their own environmental and safety requirements that conform to the company’s values.
Auditors’ report on the Corporate Governance Report
To the annual meeting of the shareholders of Active Biotech AB, Corporate Registration Number 556223-9227.
Assignment and responsibility
The Board of Directors is responsible for the 2022 Corporate Governance Report on pages 34-38 of the 2022 Annual Report and for ensuring that it has been prepared in accordance with the Annual Accounts Act.
Scope of review
The audit was conducted in accordance with FAR’s auditing standard RevU16, “The auditor’s examination of the Corporate Governance Report”. This means that our examination of the Corporate Governance Report is different and substantially less in scope than an audit conducted in accordance with International Standards on Auditing and generally accepted auditing standards in Sweden. We believe that our audit provides a reasonable basis for our opinion as given below.
A Corporate Governance Report has been prepared. Disclosures in accordance with Ch. 6. Section 6, Second paragraph, items 2–6 of the Swedish Annual Accounts Act, and Ch. 7 section 31, second paragraph of the same Act are consistent with the annual report and the consolidated statements and comply with the Annual Accounts Act.
Malmö, April 26, 2023
Authorized Public Accountant