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 Xbrane’s articles of association, the Board of Directors shall consist of no less than three (3) and no more than ten (10) members. The Board of Directors currently consists of seven members, elected by the annual general meeting held 16 May, 2019.
|Name||Board position||Board member since||Independent in relation to||Holdings in Xbrane|
|The Company and its shareholders||Major shareholders||Shares||Warrants||Convertibles|
|Anders Tullgren||Chairman of the Board||2018||Yes||Yes||45,695||49,285||–|
|Giorgio Chirivì||Board member||2016||Yes||Yes||4,500||3,000||–|
|Peter Edman||Board member||2015||Yes||Yes||10,500||2,250||–|
|Eva Nilsagård||Board member||2019||Yes||Yes||–||–||–|
|Maris Hartmanis||Board member||2015||Yes||Yes||10,000||2,250||–|
|Karin Johansson Wingstrand||Board member||2015||Yes||Yes||16,868||3,000||–|
|Ivan Cohen-Tanugi||Board member||2019||Yes||Yes||–||–||–|
According to the Swedish Corporate Governance Code (the “Code”), the majority of the Board members elected at the annual 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. 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 are defined as shareholders who directly or indirectly control 10 percent or more of all shares and voting rights 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 for the assessment. 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.
As indicated above, the Board of Directors believes that the Company fulfils the Code’s requirement in regard to independence.
Chairman of the Board of Directors
The role of the Chairman is to lead the Board of Director’s work and to ensure that the work is carried out efficiently, and that the Board of Directors 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 issues and verify that the Board of Director’s decisions are implemented in an effective manner.
The Chairman is responsible for contacts with owners in respect of ownership matters and to communicate the viewpoints of the owners to the Board of Directors. The Chairman does not participate in the operative work within the Company. The Chairman is also not part of the group management.
Work of the Board of Directors
The Board of Directors adheres to written rules of procedure which are revised annually and are set at the constituting Board meeting. The rules of procedure regulate, among other things, the practice of the Board of Directors, tasks, decision-making within the Company, the Board of Director’s meeting agenda, the Chairman’s duties and allocation of responsibilities between the Board of Directors and the CEO. Instruction for financial reporting and instructions for the CEO are also determined in connection with the constituting Board meeting.
The Board of Director’s work is also carried out based on an annual briefing plan which fulfils the Board’s need for information. The Chairman and the CEO maintain, alongside the Board meetings, an ongoing dialogue on the management of the Company.
The Board of Directors meets according to a pre-determined annual schedule and in addition to the inaugural meeting, the Board shall hold at least six ordinary Board meetings 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.