BONESUPPORT’s corporate governance is governed by the Swedish Companies Act and other applicable laws and regulations, the company’s articles of association, the Swedish Corporate Governance Code, Nasdaq’s Rule Book for Issuers, good practice in the stock market, internal policy documents and other applicable rules and recommendations. Deviations from the Swedish Corporate Governance Code, if any, will be reported annually in the company’s corporate governance report.
The Board
According to BONESUPPORT’s articles of association, the board of directors, to the extent appointed by the general meeting, shall consist of no less than three and no more than eight members. BONESUPPORT’s board of directors currently consists of six board members appointed by the general meeting on 19 May 2020 for the period until the end of the annual general meeting to be held in 2021.
LENNART JOHANSSON
CHAIRMAN OF THE BOARD
Born 1955. Member of the board of directors since 2017 and chaiman since 2019.
Senior Advisor at Patricia Industries AB since 2015, Lennart was previously Managing Director (Business Development, Operating and Financial Investments) at Investor AB (2006-2015). Prior to this he was Partner and Chief Executive Officer of Emerging Technologies ET AB. He is currently Board Member of Swedish Orphan Biovitrum AB and Hi3G Access AB; Deputy Chairman of Mölnlycke Health Care AB; and Chairman of Vectura AB. Lennart holds an MBA from the Stockholm School of Economics (1980).
LARS LIDGREN
FOUNDER/ BOARD MEMBER
Born 1943. Member of the board of directors since 2010.
M.D, Ph.D, Professor in Orthopaedics at the University Hospital of Lund
Dr. Lidgren is leading a regenerative medicine research group at the university department in Lund, which is a member of the ISOC group of worldwide leading hospitals. He is an honorary member of and served as president of several major societies, and initiated the worldwide Bone and Joint Decade 2000-2010. Dr. Lidgren is a successful serial entrepreneur who founded the companies Scandimed (Biomet), AMeC and GWS, Sweden. He is also a board member of the stock listed companies Orthocell, Australia and GWS, Sweden.
HÅKAN BJÖRKLUND
BOARD MEMBER
Born 1956. Chairman of the board of directors from 2016 to 2019.
Dr. Björklund is Partner of Tellacq AB, a private investment firm. He joined the BONESUPPORT Board in December 2016 in conjunction with the Company’s $37 million (SEK 315 million) financing, which was led by Tellacq. Dr. Björklund has a long and successful track record in the healthcare industry, including as the former CEO of Nycomed, which he grew from a small Scandinavian company into a global business before its acquisition by Takeda in 2011. He is currently chairman of the board of Swedish Orphan Biovitrum AB and an Industry Executive at Avista Capital Partners. He holds a Ph.D. in Neuroscience from Karolinska Institutet in Sweden.
BJÖRN ODLANDER
BOARD MEMBER
Born 1958. Member of the board of directors since 2010.
M.D, Ph.D, Karolinska Institute in Stockholm
A founding partner of HealthCap. Dr. Odlander is a Medical Doctor and was previously a member of ABB Aros Management Committee and headed the Aros Health Care Team. Prior to joining Aros in 1992, Dr. Odlander was active at the Karolinska Institute, Stockholm, Sweden. In addition to teaching medical students, he pursued scientific research in the biochemistry of inflammation. Dr. Odlander serves on the boards of the following comapanies; among others: Cardoz AB, OxThera AB, LTB4 Sweden AB and Nordic Nanovector AS.
Independent in relation to the Company and its management, but not in relation to major shareholders. Partner in HealthCap and board member in several companies in the HealthCap group.
Independent in relation to the Company and its management, but not in relation to major shareholders. Partner in HealthCap and board member in several companies in the HealthCap group.
TONE KVÅLE
BOARD MEMBER
Born 1969. Member of the board of directors since 2016.
Tone Kvåle has more than 20 years of experience gained in the biotech industry. She has been Chief Financial Officer at Herantis Pharma Plc. since October 2020. Prior to joining Herantis Pharma, she was CFO of Nordic Nanovector AS, NorDiag, Kavli Holding and Dynal Biotech, and has held senior management positions at Invitrogen, Life Technologies and ThermoFisher (US). Ms. Kvåle has a diploma in Finance & Administration from Harstad University College.
Independent in relation to the Company and its management and in relation to major shareholders.
Management Team
EMIL BILLBÄCK
CHIEF EXECUTIVE OFFICER
Emil Billbäck has more than 20 years’ experience in commercial operations within the life science industry - 11 years of which gained in senior leadership positions under private equity ownership (Montagu and EQT). Most recently, he was Senior Advisor to the recently merged BSN medical/ SCA entity. Before the merger he was Executive Vice President EMEA and Head of Global Commercial Operations, at BSN medical. Prior to this Emil held several roles at BSN medical as Interim President North America, Group Director Commercial Operations, Group Director R&D and President APAC. Before joining BSN medical, Emil worked at Beiersdorf and AstraZeneca. While Swedish native, Emil has lived and worked 4 years in the US and more than 9 years in Germany. He holds a BSc in Business Administration from Karlstad University.
HÅKAN JOHANSSON
CHIEF FINANCIAL OFFICER
Håkan Johansson joined BONESUPPORT as Chief Financial Officer in November 2018. He has more than 20 years' of experience gained from CFO and Senior Management roles in various industries in public and private companies. Prior to joining BONESUPPORT he was CFO Northern Europe within Tunstall Healthcare Group (2012-18), a global provider of connected health and connected care solutions. Before this he held CFO and Senior Management roles at toy manufacturer BRIO AB (publ) and Arctic Paper Group. Mr Johansson holds a BSc in Business Administration & Economics from the Mid-Sweden University.
KRISTINA INGVAR
EVP QUALITY MANAGEMENT & REGULATORY AFFAIRS
Kristina Ingvar has overall responsibility for global quality and regulatory compliance at BONESUPPORT. She joined as Executive Vice President Quality Management & Regulatory Affairs in February 2020, bringing more than 20 years of life science experience from areas across the value chain, in both large and small companies. Prior to joining BONESUPPORT, Kristina spent almost 13 years with Novo Nordisk, most recently in a role as Global Program Vice President, Global Regulatory Affairs. She has held various other product-, project- and people management positions in the regulatory, quality, safety and medical areas. She holds a Bachelor of Medicine and a Diploma in Marketing Management, with additional studies in Public Health.
MICHAEL DIEFENBECK
EVP R&D, MEDICAL & CLINICAL AFFAIRS CHIEF MEDICAL OFFICER
Dr. Diefenbeck joined BONESUPPORT AB in April 2017. In 2014 he founded Scientific Consulting in Orthopaedic Surgery and worked for BONESUPPORT AB on different projects as an independent clinical advisor. He is currently honorary consultant at Nuffield Orthopaedic Centre, Oxford University Hospitals. Dr. Diefenbeck studied medicine at Munich and was trained as an orthopaedic surgeon, specializing in trauma care and bone infections. He has 14 years’ clinical experience at different German hospitals (BG Unfallklinik Murnau, BG Kliniken Bergmannstrost Halle/Saale, University Hospital Jena and Schön Klinik Hamburg Eilbek). At University Hospital Jena he finished his PhD in 2011 and has since been involved in surgical education and training programs for students. He is author of 24 Pub-med listed research articles.
FERGUS MACLEOD
GM & EVP COMMERCIAL OPERATIONS EUROW
Fergus MacLeod joined BONESUPPORT as General Manager & Executive Vice President responsible for Commercial Operations across EUROW in November 2019. Fergus has a proven track record in senior, international medical device leadership roles in a career spanning over 20 years. Most recently, Fergus has held General Management responsibility for the Global Medical Device assets at Johnson Matthey, a publicly traded British company and previously as Vice President & Managing Director with responsibility for Commercial Operations across EMEA for RTI Surgical, an international Medical Device and Orthobiologics company and over eight years at Stryker in roles of increasing responsibility. Fergus over his career has acquired extensive experience in building and leading high performing teams and commercializing medical technologies. Fergus has recently completed an Executive Leadership program at the Center for Creative Leadership and holds a HND in Business & Finance from the University of Bedfordshire.
MIKE ROTH
GM & EVP OF COMMERCIAL OPERATIONS NORTH AMERICA
Michael Roth joined BONESUPPORT as the General Manager and Executive Vice President Commercial Operations for North America in June 2020. Michael has over 25 years of direct and distributor-based sales, marketing and sales leadership experience within the orthopaedic market sector for both large and small companies. Most recently, he was Vice President of Sales and Marketing for Surgical Planning Associates (HipXpert) where he led the strategic initiative to refine the marketing strategy, increase commercial brand visibility and grow sales. He also held Vice President of Sales positions in the east region with both Wright Medical and Microport Orthopaedics where he had a sustained track record of building strong sales networks, developing dynamic management teams and cultivating a high-performance sales culture in the competitive large joint, foot and ankle and orthobiologic market segments. Mr. Roth holds a bachelor degree in International Development from Clark University.
HELENA BRANDT
EVP HUMAN RESOURCES
Helena L Brandt is a senior HR leader with more than 20 years’ experience gained from a broad range of industries. Ms Brandt has held global HR leadership roles at Astra Zeneca, Sony and Tetra Pak, developing organizational leadership and teams. She holds an International Business & Economics Master’s Degree from Lund University, Sweden, and also studied at the University of Cologne in Germany and at the universities of Cincinnati and Delaware in the U.S.
ANNELIE AAVA VIKNER
EVP MARKETING & COMMUNICATIONS
Annelie Aava Vikner joined BONESUPPORT as Executive Vice President Marketing & Communications in March 2019. Mrs Aava Vikner has more than 20 years’ in the field of medical technology & pharma. Before joining BONESUPPORT she held various leading regional marketing management positions within Medtronic, one of the worlds’ leading medical technology company (2002-2019). Her latest assignment before joining BONESUPPORT was as Senior Strategy & Marketing Manager for the restorative therapy group, ABGI&NORDICS (Austria, Switzerland, Benelux, Greece, Israel & Nordic). Mrs Aava Vikner holds a bachelor degree in Chemistry from the Linköping institute of technology, LIU (Linköping University) and a post graduate certificate in Leadership Expectations from Glasgow Caledonian University.
JOHAN OLSSON
EVP MANUFACTURING & SUPPLY
Johan Olsson is responsible for supply chain and holds an MSc in Mechanical Engineering (1991) from Lund University. He joined BONESUPPORT AB in 2007 as production and logistics Director, and before then he worked for Gambro as Head of the Intensive Care Line (2000-2007), where he was responsible, amongst other things, for the transfer of Gambro's production in Italy to Sweden. Before that, Johan held a number of different logistics, purchasing and manufacturing management positions in various consumer product companies.
Audit Committee
The audit committee’s role is mainly to monitor the BONESUPPORT’s financial position, to monitor the effectiveness of the company’s internal control, internal audit and risk management, to be informed about the audit of the annual report and consolidated financial statements, and to review and monitor the auditor’s impartiality and independence. The audit committee shall also assist the nomination committee in proposals for decisions on the election and remuneration of the auditor. After the annual general meeting on 19 May 2020, the audit committee is comprised of Tone Kvåle (chairman) and Lennart Johansson.
TONE KVÅLE
BOARD MEMBER
Born 1969. Member of the board of directors since 2016.
Tone Kvåle has more than 20 years of experience gained in the biotech industry. She has been Chief Financial Officer at Nordic Nanovector ASA since November 2012. Prior to joining Nordic Nanovector, she was CFO of NorDiag, Kavli Holding and Dynal Biotech, and has held senior management positions at Invitrogen, Life Technologies and ThermoFisher (US). Ms. Kvåle has a diploma in Finance & Administration from Harstad University College.
LENNART JOHANSSON
CHAIRMAN OF THE BOARD
Born 1955. Member of the board of directors since 2018 and chairman since 2019.
Senior Advisor at Patricia Industries AB since 2015, Lennart was previously Managing Director (Business Development, Operating and Financial Investments) at Investor AB (2006-2015). Prior to this he was Partner and Chief Executive Officer of Emerging Technologies ET AB. He is currently Board Member of Swedish Orphan Biovitrum AB and Hi3G Access AB; Deputy Chairman of Mölnlycke Health Care AB; and Chairman of Vectura AB. Lennart holds an MBA from the Stockholm School of Economics (1980).
Remuneration Committee
The remuneration committee’s role is primarily to prepare matters regarding remuneration and other terms of employment for the CEO and senior executives. The remuneration committee shall also monitor and evaluate ongoing and completed programs for variable remuneration to BONESUPPORT’s senior executives and to monitor and evaluate the implementation of the guidelines for remuneration to senior executives which the annual general meeting has adopted. After the annual general meeting on 19 May 2020, the remuneration committee is comprised of Håkan Björklund (chairman), Björn Odlander and Lennart Johansson.
BJÖRN ODLANDER
BOARD MEMBER
Born 1958. Member of the board of directors since 2010.
M.D, Ph.D, Karolinska Institute in Stockholm
A founding partner of HealthCap. Dr. Odlander is a Medical Doctor and was previously a member of ABB Aros Management Committee and headed the Aros Health Care Team. Prior to joining Aros in 1992, Dr. Odlander was active at the Karolinska Institute, Stockholm, Sweden. In addition to teaching medical students, he pursued scientific research in the biochemistry of inflammation. Dr. Odlander serves on the boards of the following comapanies; among others: Cardoz AB, OxThera AB, LTB4 Sweden AB and Nordic Nanovector AS.
HÅKAN BJÖRKLUND
BOARD MEMBER
Born 1956. Chairman of the board of directors from 2016 to 2019.
Dr. Björklund is Partner of Tellacq AB, a private investment firm. He joined the BONESUPPORT Board in December 2016 in conjunction with the Company’s $37 million (SEK 315 million) financing, which was led by Tellacq. Dr. Björklund has a long and successful track record in the healthcare industry, including as the former CEO of Nycomed, which he grew from a small Scandinavian company into a global business before its acquisition by Takeda in 2011. He is currently chairman of the board of Swedish Orphan Biovitrum AB and an Industry Executive at Avista Capital Partners. He holds a Ph.D. in Neuroscience from Karolinska Institutet in Sweden.
LENNART JOHANSSON
CHAIRMAN OF THE BOARD
Born 1955. Member of the board of directors since 2018 and chairman since 2019.
Senior Advisor at Patricia Industries AB since 2015, Lennart was previously Managing Director (Business Development, Operating and Financial Investments) at Investor AB (2006-2015). Prior to this he was Partner and Chief Executive Officer of Emerging Technologies ET AB. He is currently Board Member of Swedish Orphan Biovitrum AB and Hi3G Access AB; Deputy Chairman of Mölnlycke Health Care AB; and Chairman of Vectura AB. Lennart holds an MBA from the Stockholm School of Economics (1980).
Remuneration Principles
Remuneration to the board of directors
Fees to board members elected by the general meeting are resolved by the annual general meeting. For the annual general meeting 2020, the nomination committee submitted proposals in regard to remuneration.
Remuneration to senior executives
According to the Swedish Companies Act, the general meeting shall determine the guidelines for remuneration to the CEO and other senior executives. At the annual general meeting held on 19 May 2020, guidelines were adopted with the following main content.
The Company’s starting point is to offer remuneration levels at market terms, aimed at facilitating the recruitment and retention of senior executives, and that the terms should be competitive considering the situation in the country in which the employee is employed. The remuneration to the senior executives can be comprised of fixed salary, variable cash, pension benefits and other benefits.
The fixed salary shall take into consideration the individual’s competence, area of responsibility and performance. The variable cash is to be based on the outcome of predetermined well defined objectives. The variable cash remuneration is to be limited and may not exceed 75 per cent of the fixed annual salary for the CEO and 40 per cent of the fixed annual salary for other senior executives, whereby the individual highest level should be based on factors such as the position held by the specific individual.
Pension benefits, including health insurance, shall be defined contribution, insofar as the senior executive is not covered by defined benefit pension under mandatory collective bargaining agreements. Premiums for defined contribution pensions, including health insurance, may amount to a maximun of 40 per cent of the fixed annual salary.
The senior executives may be awarded other customary benefits, such as a company car, occupational health services, etc.
Upon termination of an employment by the Company, the notice period may not exceed twelve months. Severance pay, in addition to fixed salary and other remuneration during the notice period, may not exceed an amount corresponding to the fixed annual cash salary for twelve months. Upon termination by the senior executive, the notice period may not exceed six months.
The board of directors may temporarily resolve to deviate from these guidelines, in whole or in part, if in a specific case there is a special cause for the deviation and a deviation is necessary to serve the Company’s long-term interests.
Incentive Programs
There are three programs for newly recruited employees and one program for three Directors. All programs run over four years; one of the programs that is aimed employees runs until 2022, one of the programs that is aimed at employees runs until 2023 and the other two programs run until 2021. Each savings share gives the opportunity to be allotted a maximum of 2,3 or 4 performance shares without payment depending on share price development and BONESUPPORT’s development in terms of sales and EBITDA during the duration of the program. The performance shares are issued in the form of class C-shares with a subscription price and quota value of SEK 0.625 per share.
Employee stock options and performance shares are valued at fair value at the date of allocation. The total cost is distributed over the vesting period. The cost is accounted for as personnel cost and is credited to equity. The social security cost is revalued at fair value. When the options are exercised, BONESUPPORT issues new shares. Payments received on behalf of the shares issued are credited to equity.
Warrant programs
There are two warrant programs. One of these was executed in 2016 and gives the holder the right to acquire 0.2 ordinary shares per warrant. The second program was executed in 2018 and gives the holder the right to acquire 1 share per warrant.
Further information on these programs is presented in Notes 12 and 23 in the Annual Report for 2019.
| Employee stock option programs |
No of options[1] |
Equal to no of shares |
WAEP[2] |
| Balance 1 January 2020 |
4,977,020 |
995,404 |
12.12 |
| Exercised |
-2,402,416 |
-480,482 |
1.04 |
| Returned |
-25,000 |
-5,000 |
0.63 |
| Balance June 30, 2020 |
2,549,604 |
509,922 |
13.16 |
| Performance share programs |
|
|
Right to no of shares |
| Balance January 1, 2020 |
1,225,000 |
||
| Returned |
-45,000 |
||
| Balance June 30, 2020 |
1,180,000 |
||
| Warrant programs |
No of warrants |
Equal to no of shares |
WAEP[2] |
| Balance January, 2020 |
4,606,664 |
1,210,210 |
20.87 |
| Exercised |
-1,250,000 |
-250,000 |
26.50 |
| Balance June 30, 2020 |
3,356,664 |
960,210 |
19.41 |
[1] Not allocated options amounted to 3,950,380 as at June 30, 2020.
[2] Weighted Average Exercise Price per share (SEK).
Auditors
Ernst & Young AB with Ola Larsmon as auditor in charge.
Corporate Governance Reports
The Corporate Governance Reports are included in the Annual Report.
Nomination Committee
According to the Swedish Corporate Governance Code, BONESUPPORT HOLDING AB (publ) shall have a Nomination Committee, the duties of which shall include preparation and drafting of proposals regarding the election of members of the Board of Directors, the Chairman of the Board of Directors, the Chairman of the General Meeting and Auditors. The Nomination Committee shall also propose fees for Board members and the Auditor and principles for the appointment of the Nomination Committee. At the Annual General Meeting 2020, it was resolved to adopt an instruction for the Nomination Committee according to which the Nomination Committee shall consist of four members, representing the three largest shareholders as per 30 September of each calendar year, together with the Chairman of the Board of Directors.
The Nominating Committee for the Annual General Meeting in 2021, consists of Jacob Gunterberg, representing HealthCap V LP, Lennart Johansson, Chairman of the Board of Directors, Caroline Sjösten, representing Swedbank Robur fonder and Jonas Jendi, representing Stiftelsen Industrifonden. Jacob Gunterberg has been appointed Chairman of the Nomination Committee.
Proposals to the Nominating Committee should be addressed to BONESUPPORT HOLDING AB, Att: Nomination Committee, Scheelevägen 19, Ideon Science Park, SE-223 70 Lund, Sweden or by email to legal@bonesupport.com.
General Meetings
General meetings shall be held in Lund. Notice convening the annual general meetings and extraordinary general meetings where amendments to the articles of association are to be addressed, shall be issued no earlier than six weeks and no later than four weeks prior to the meeting. Notice convening other extraordinary general meetings shall be issued no earlier than six weeks and no later than three weeks prior to the meeting. Notice shall be published in the Swedish National Gazette (Sw. Post- och Inrikes Tidningar) and by making the notice available on the Company’s website. Information regarding the notice shall at the same time be advertised in Svenska Dagbladet.
Proposals to the General Meeting should be addressed to BONESUPPORT HOLDING AB, Att: Legal, Scheelevägen 19, Ideon Science Park, SE-223 70 Lund, Sweden or by email to legal@bonesupport.com and submitted no later than seven weeks prior to the Annual General Meeting, or in any case, if required, in time for the matter to be included in the notice convening the Annual General Meeting.
The Annual General Meeting 2021 is planned to be held in May, 2021 in Lund.
AGM 2020
Minutes from the Annual Shareholders Meeting
Notice Annual General Meeting
Auditor's opinion on guidelines regarding remuneration to Group Executive Management
Report by the board on remuneration principles
Statement of the board of directors pursuant to Chapter 19, Section 22 of the Swedish Companies Act
Template Power of Attorney
The board's proposal on amendment of the Articles of Association
The board's proposal on authorization regarding issues
The board's proposal on guidelines for remuneration to senior executives
The board's proposal on share saving program for employees
The Nomination Committee's proposals and reasoned statement
AGM 2019
Minutes from the annual shareholders meeting
Auditor's Opinion
Notice AGM 2019
The Nomination Committe’s proposals and reasoned statement
Report by the board of directors on remuneration principles
The board of directors proposal on Remuneration Policy
The board of directors proposal on Remuneration Policy
Statement of the board of directors pursuant to Chapter 19, Section 22 of the Swedish Companies Act
Power of Attorney template
AGM 2018
The Nomination Committee’s proposals and reasoned statement
Statement of the board of directors pursuant to Chapter 19, Section 22 of the Swedish Companies Act
Report by the board of directors on programs for variable remuneration
The board of directors proposal on Remuneration Policy
The board of directors proposal on long-term incentive program for senior executives
The board of directors proposal on amendment of the Articles of Association
The board of directors proposal on share saving program for employees
Power of Attorney template
Auditor’s report in accordance with Chapter 8, Section 54 of the Swedish Companies Act
BONESUPPORT HOLDING AB - unofficial translation of the minutes from the annual shareholders meeting 2018
Other
Articles of Association