Idogen AB is a Swedish public limited company. The company’s corporate governance is based on Swedish law, Idogen’s Articles of Association and internal control documents, Nasdaq Stockholm’s Rule Book for Issuers, and the Swedish Corporate Governance Code (“the Code”). The Code applies to all Swedish companies whose shares are listed on a regulated market in Sweden. The company is not required to comply with all the rules in the Code since the Code itself provides for companies to deviate from the rules providing that they report each deviation, describe their own solution and explain why in the corporate governance report (in accordance with the “comply or explain” mechanism).
To date, Idogen has chosen not to appoint any Board committees, but instead, the entire Board of Directors has served as the audit and remuneration committees. This is justified by the fact that the Board of Directors is comprised of only four members, and considering the size of the company in terms of employees and consultants.
Notice of the Annual General Meeting was issued in the year-end report and will, in future, be moved forward to the interim report for the third quarter. Due to the coronavirus pandemic, various meetings were held in 2020 without physical attendance by the Board of Directors and auditor. At present, the company has not identified any other deviations from the Code.
Any future deviations from the Code will be reported in the company’s Corporate Governance Report.
Articles of Association
Adopted at the Annual General Meeting on May 12, 2020
- 1 Business name
The company’s business name is Idogen AB. The company is public (publ).
- 2 Registered office
The company’s Board of Directors will have its registered office in Lund Municipality.
- 3 Operations
The objective of the company’s business is to operate within various disease fields including, but not limited to, autoimmune diseases and transplantation; and to conduct research and development in order to identify future drugs, patent and commercialize new drugs from research as well as reposition currently existing drugs and any such related activities.
- 4 Share capital
The share capital is to amount to at least SEK 6,384,000 and at most SEK 25,536,000.
- 5 No. of shares
The number of shares shall not be fewer than 91,200,000 and not exceed 364,800,000.
- 6 Board of Directors
The Board shall consist of a minimum of three and a maximum of eight members.
- 7 Auditors
For the audit of the company’s annual report and the administration by the Board of Directors and the Chief Executive Officer, at least one and no more than two auditors, with or without deputies, or a registered auditing firm, are to be appointed.
- 8 Notification of General Shareholder Meeting
Notification of a General Shareholder Meeting shall always be published through a notice in Post- och Inrikes Tidningar and on the company’s website. The issue of notification is to be announced in Svenska Dagbladet. If publication of Svenska Dagbladet were to cease, the announcement shall be made through Dagens Industri instead.
- 9 Meeting registration
Those shareholders who have registered with the company not later than the date stated in the notification of the Meeting, when the number of advisors is also to be provided, are entitled to participate in the Meeting. This date must not fall on a Sunday, another public holiday, a Saturday, Midsummer’s Eve or New Year’s Eve, and must not fall earlier than the fifth working day before the Meeting.
- 10 Annual General Meeting
The Annual General Meeting shall be held annually within six (6) months after the end of the fiscal year.
The following business shall be addressed at the Annual General Meeting:
- Election of a Chairman for the Meeting.
- Preparation and approval of the voting register.
- Approval of the agenda.
- Election of one or two minutes-checkers.
- Determination of whether the meeting has been duly convened.
- Presentation of the annual report and the auditor’s report and, where appropriate, the consolidated financial statements and the auditor’s report for the Group.
- regarding adoption of the income statement and the balance sheet, and where appropriate, the consolidated income statement and consolidated balance sheet;
- regarding appropriation of the company’s profit or loss in accordance with the adopted balance sheet;
- regarding the discharge from liability of the Board members and the CEO.
- Determination of the number of Board members and, where appropriate, auditors and deputy auditors.
- Determination of fees for the Board of Directors and the auditors.
- Election of the Board of Directors and auditors or auditing firm and any deputy auditors.
- Any other business incumbent on the General Shareholder Meeting pursuant to the Swedish Companies Act or the Articles of Association.
- 11 Fiscal year
The company’s fiscal year is the calendar year.
- 12 CSD provision
The company’s shares must be registered in a CSD register in accordance with the Swedish Central Securities Depositories and Financial Instruments (Accounts) Act (SFS 1998:1479).
At Idogen AB’s (“Idogen”) Annual General Meeting on May 12, 2020, it was resolved that the company shall have a Nomination Committee comprising one representative for each of the three largest shareholders in terms of number of votes based on the ownership statistics at August 31, 2019, which the company receives from Euroclear Sweden AB. In accordance with the resolution by the Annual General Meeting on the guidelines for the Nomination Committee, the Chairman of the Board Agneta Edberg prepared a list of the names of the three largest shareholders. In the case of owners who do not want to be represented on the Nomination Committee, the request was passed on to the next largest owner.
The Nomination Committee, comprising Tobias Ekman (chairman), Per Eliasson and Leif G. Salford convened. Tobias Ekman was appointed Chairman of the Nomination Committee. Chairman of the Board Agneta Edberg was co-opted, alongside CFO Ingvar Karlsson (secretary). The Nomination Committee’s work to prepare a proposal for the 2021 Annual General Meeting was completed and announced in a press release on January 19. The Nomination Committee prepared proposals on the following matters:
- a) proposal for Chairman of the Annual General Meeting;
- b) proposal regarding the number of Board members and the number of auditors;
- c) proposal for fees for Board members;
- d) proposal for fee to auditors;
- e) proposal for election of Chairman of the Board and other Board members, as well as election of auditors;
- f) proposal on guidelines to appoint members of the Nomination Committee and on the Nomination Committee’s assignment.
Shareholders who have comments and suggestions are asked to contact the Chairman of the Nomination Committee, Tobias Ekman, at mail address email@example.com
Guidelines for remuneration and other terms of employment for senior executives, 2020
In accordance with Swedish Companies Act, the General Shareholder Meeting is to resolve on guidelines for remuneration to the CEO and other senior executives. At the Extraordinary General Meeting on November 4, 2020, the following guidelines were established. The guidelines are forward-looking and applicable to remuneration agreed, and changes made to remuneration already agreed after adoption of the guidelines at the Extraordinary General Meeting in 2020.
The guidelines do not cover remuneration or share-based incentive programs decided or approved by the General Shareholder Meeting.
The complete document with the guidelines is available here (link to document with Remuneration policy) and is included in the Corporate Governance Report.
Personnel warrants program 2020/2023
At the Annual General Meeting on May 12, 2020, the shareholders resolved to introduce a personnel warrants program for 2020/2023. The reason for the introduction of this program is to create possibilities for the company to retain competent personnel through the launch of a long-term incentive program.
The options will be offered to employees or consultants in the company and the participants will purchase the options according to an external evaluation of the warrants.
Each warrant provides entitlement to subscribe for one new share in the company at a subscription price per share that corresponds to 150 percent of the volume-weighted average price according to the official price list for the company’s share as of June 1, 2020, through June 12, 2020.
As part of the 2020/2023 Subscription Warrants Program, each participant will receive a three-part stay-on bonus in the form of a gross salary supplement from the company that will correspond in total to the amount the participant has paid for the subscription warrants.
The long-term incentive program is planned to be annually recurring. Subsequently, after evaluating the program, the Board intends to revert with a proposal for a comparable or modified program ahead of future annual general meetings.
The auditor is
201 23 Malmö
Anders Karlsson, CEO
E-mail: anders dot karlsson at idogen dot com
Phone: +46 (0) 709 18 00 10