Xbrane announces proposal for election of an additional board member at the annual general meeting on 16 May 2019

Corporate Information

English

IR

Listing Regulation

mfn-ci-other

News

Regulatory

The nomination committee of Xbrane Biopharma AB (the “Company” or “Xbrane”) has today informed the board of directors that the Nomination Committee propose an additional board member at the annual general meeting on 16 May 2019. The nomination committee propose that Eva Nilsagård is elected as a new board member of the Company. As a consequence of the proposal to elect Eva Nilsagård as a new board member, the nomination committee’s full proposal regarding determination of the number of directors and auditors, determination of fees to the board of directors and to the auditors, and election of the board of directors and auditor, will be as follows.

Item 8-10: Determining the number of directors and auditors, determination of fees to the board of directors and to the auditors, and election of the board of directors and auditor

The nomination committee proposes that the board shall consist of seven directors. The nomination committee further proposes that the number of auditors shall be one registered audit firm.

The nomination committee proposes that the remuneration is to be SEK 2,800,000 in total, including remuneration for committee work (SEK 1,200,000 previous year), and shall be paid to the board of directors and the members of the established committees in the following amounts:

  • SEK 300,000 (SEK 150,000) for each of the non-employed directors and SEK 400,000 (SEK 300,000) to the chairman provided that the chair is not an employee;
  • SEK 50,000 (SEK 0) for each of the non-employed members of the remuneration committee and SEK 100,000 (SEK 0) to the chairman of the committee who is not also an employee;
  • SEK 50,000 (SEK 0) for each of the non-employed members of the audit committee and SEK 100,000 (SEK 0) to the chairman of the committee who is not also an employee; and
  • SEK 50,000 (SEK 0) for each of the non-employed members of the transaction committee and SEK 100,000 (SEK 0) to the chairman of the committee who is not also an employee.

The nomination committee proposes that the auditor shall be entitled to a fee in accordance with approved invoice.

It is proposed re-election of the directors Giorgio Chirivi, Peter Edman, Maris Hartmanis, Anders Tullgren and Karin Wingstrand. It is also proposed that Ivan Cohen-Tangui and Eva Nilsagård are appointed as new directors. Furthermore, Anders Tullgren is proposed to be re-elected as chairman of the board of directors. Saeid Esmaeilzadeh and Alessandro Sidoli has declined re-election.

Re-election of the registered audit firm KPMG AB for the period until the end of the next annual general meeting. KPMG AB has announced its appointment of Duane Swanson as main responsible auditor.

Independence in accordance with the Swedish Corporate Governance Code

After an assessment of the proposed directors’ independence the nomination committee has found that their proposal for the composition of the board of directors of the company fulfills the requirements stipulated in the Swedish Corporate Governance Code. All proposed directors are considered independent of the company, the management of the company and the company’s major shareholders.

Further information regarding the new proposed directors

Ivan Cohen-Tangui

Education and background
Ivan Cohen-Tangui holds a M.D. from Grenoble School of Medicine and master in business administration from H.E.C Business School. Ivan led the development of the Global Biosimilar platform & portfolio at Teva from R&D to BD and commercialization, then led the US commercial division (Teva Biologics & Specialty Products) focusing on Biosimilars, Branded Generics and Niche Specialties. More recently Ivan, amongst other things, was interim CEO and board member of Kuros Biosciences AG, senior vice president of International Business Operations at Stallergenes-Greer/Ares Allergy Holding, CEO president of the board of Evevensys Biotechnology. Ivan has also held positions as Head Europe/International Business Unit Nephrology at AMGEN International and Vice President, Renal Marketing and Renal PD sales at BAXTER Healthcare Europe – Renal Division.

Current Assignments
Advisor for Corvidia Therapeutics Inc. and Minerva Lifesciences GmbH.

Year of birth: 1961

Nationality: French and US

Direct or related person ownership in the Company: 0

Eva Nilsagård

Education and background
Eva Nilsagård holds a Executive MBA in Economics and a Bsc in accounting and finance from School of Business, Economics and Law in Gothenburg. Eva is currently interim CFO at OptiGroup AB and founder and CEO of Nilsagård Consulting AB which offers assignments as CEO and CFO. Previously, Eva has, among other things, served as CFO of Plastal Industry and Vitrolife, Senior Vice President Strategy & Business Development at Volvo Group and held senior positions in finance and business development in, for example, Volvo, AstraZeneca and SKF. Eva is a board member and chairman of the audit committee of Addlife, Bufab and Irras and board member of SEK (Swedish Export Credit Company). Eva has more than ten years of experience as a mentor for young female managers with high potential.

Current Assignments
CFO at OptiGroup AB and founder and CEO of Nilsagård Consulting AB.

Year of birth: 1964

Nationality: Swedish

Direct or related person ownership in the Company: 0

Further information regarding the for re-election proposed directors is available at the Company’s
website www.xbrane.com and in the annual report for 2018.