Proposal from the Nominating Committee - Karo Bio
Proposal from the Nominating Committee - Karo Bio
Proposal from the Nominating Committee - Karo Bio
Create successful ePaper yourself
Turn your PDF publications into a flip-book with our unique Google optimized e-Paper software.
LEGAL#5267723v2<br />
<strong>Karo</strong> <strong>Bio</strong> AB’s nomination committee’s proposal before <strong>the</strong> annual general<br />
meeting 2011.<br />
Election of chairman of <strong>the</strong> meeting (item 2 on <strong>the</strong> agenda)<br />
The nomination committee proposes chairman of <strong>the</strong> board Bo Håkansson as chairman<br />
of <strong>the</strong> meeting.<br />
Resolution as to <strong>the</strong> number of board members and deputy board members (item<br />
12 on <strong>the</strong> agenda)<br />
The nomination committee proposes that <strong>the</strong> board of directors consists of six board<br />
members and no deputy board members.<br />
Resolution of <strong>the</strong> remuneration to <strong>the</strong> board of directors and auditor (item 13 on<br />
<strong>the</strong> agenda)<br />
The nomination committee proposes that <strong>the</strong> remuneration for <strong>the</strong> board of directors is<br />
unchanged per member but expanded as regards to <strong>the</strong> proposed increased number of<br />
members as follows:<br />
Chairman of <strong>the</strong> board SEK 495 000<br />
Five board members SEK 180 000 each<br />
Chairman of <strong>the</strong> audit committee SEK 30 000<br />
O<strong>the</strong>r members of <strong>the</strong> audit committee<br />
Chairman of <strong>the</strong> compensation committee<br />
O<strong>the</strong>r members of <strong>the</strong> compensation committee<br />
Remuneration to <strong>the</strong> auditor as per approved invoice.<br />
SEK 20 000 each<br />
SEK 20 000<br />
SEK 15 000 each<br />
Election of board members and chairman of <strong>the</strong> board (items 14 and 15 on <strong>the</strong><br />
agenda)<br />
The nomination committee proposes re-election of <strong>the</strong> board members Bo Håkansson,<br />
Johan Kördel, and Birgit Stattin Norinder and election of Arne Ferstad, Jan Sandström<br />
and Meg Tivéus as new board members.<br />
Bo Håkansson is proposed to be elected as chairman of <strong>the</strong> board.<br />
Election of auditor (item 16 on <strong>the</strong> agenda)<br />
The nomination committee proposes re-election of <strong>the</strong> company’s auditor<br />
PricewaterhouseCoopers, until <strong>the</strong> end of <strong>the</strong> annual general meeting 2012.<br />
Resolution on nomination committee regarding annual general meeting 2012 (item<br />
17 on <strong>the</strong> agenda)<br />
The nomination committee proposes that <strong>the</strong> annual general meeting elects <strong>the</strong> members<br />
of <strong>the</strong> nomination committee for <strong>the</strong> annual general meeting 2012, that shareholders<br />
with substantial shareholdings are represented and that <strong>the</strong> chairman of <strong>the</strong> board is a<br />
member of <strong>the</strong> same. The nomination committee <strong>the</strong>refore proposes that Adam Bruce,
Thomas Josefsson, Mikael Lönn and <strong>the</strong> chairman of <strong>the</strong> board are appointed to <strong>the</strong><br />
nomination committee for <strong>the</strong> annual general meeting 2012. The nomination committee<br />
shall appoint a chairman among <strong>the</strong>mselves, where <strong>the</strong> chairman of <strong>the</strong> board shall not<br />
be <strong>the</strong> chairman of <strong>the</strong> committee.<br />
If it, as a result of ownership changes, is deemed appropriate, <strong>the</strong> nomination committee<br />
shall invite additional shareholders to <strong>the</strong> committee, however, <strong>the</strong> total number of<br />
members shall not exceed six. Should a member of <strong>the</strong> nominating committee leave <strong>the</strong><br />
committee before its work is completed, and if <strong>the</strong> committee deems it appropriate, <strong>the</strong><br />
nominating committee shall request <strong>the</strong> same shareholder, or if this shareholder is no<br />
longer one of <strong>the</strong> major shareholders, <strong>the</strong> next largest shareholder to appoint a<br />
substitute. Any such changes will be announced on <strong>the</strong> Company’s website.<br />
The nominating committee shall prepare proposals to be presented at <strong>the</strong> annual general<br />
meeting 2012 for resolution as regards chairman of <strong>the</strong> general meeting, number of<br />
board members and deputy members, remuneration to <strong>the</strong> board and auditor, election of<br />
chairman of <strong>the</strong> board, o<strong>the</strong>r members of <strong>the</strong> board and auditor and appointment of and<br />
instructions for a nominating committee.<br />
The term of office of <strong>the</strong> nominating committee runs until a new nominating committee<br />
has been appointed in accordance with <strong>the</strong> resolution on appointment of <strong>the</strong> nominating<br />
committee by <strong>the</strong> annual general meeting 2012.<br />
The nominating committee shall not receive remuneration, but shall, to <strong>the</strong> extent it<br />
considers necessary, have <strong>the</strong> right on <strong>the</strong> account of <strong>the</strong> Company to utilize reasonable<br />
resources, such as external consultants.<br />
The nomination committee’s reasoned opinion regarding <strong>the</strong> proposed board of<br />
directors<br />
The nomination committee has based its proposal on, among o<strong>the</strong>r things, <strong>the</strong> chairman<br />
of <strong>the</strong> board’s statement regarding <strong>the</strong> Company’s business, objectives and strategies.<br />
The nomination committee has thoroughly discussed <strong>the</strong> requirements of qualifications,<br />
experience and background that is demanded regarding <strong>the</strong> board of directors in <strong>Karo</strong><br />
<strong>Bio</strong>, having regarded <strong>the</strong> Company’s strategic development, governance and control.<br />
The committee has studied an evaluation of <strong>the</strong> board’s work and working<br />
arrangements.<br />
It is <strong>the</strong> nomination committee’s assessment that <strong>the</strong> Company is in a phase consisting<br />
of both opportunities and challenges, and that <strong>the</strong> work of <strong>the</strong> board of directors during<br />
<strong>the</strong> coming year will require considerably time and commitment <strong>from</strong> a well qualified<br />
board. The nomination committee believes that <strong>the</strong> proposed board of directors, with<br />
consideration taken to <strong>the</strong> Company’s business, phase of development and o<strong>the</strong>r<br />
pertinent circumstances, has an appropriate composition to meet its needs. The number<br />
of women in <strong>the</strong> board’s proposal is two out of six members.<br />
When assessing <strong>the</strong> proposed directors’ independence, <strong>the</strong> committee has found that its<br />
proposal for board members of <strong>Karo</strong> <strong>Bio</strong> AB fulfils <strong>the</strong> requirement of independence<br />
that are set forth in <strong>the</strong> Swedish Code of Corporate Governance. None of <strong>the</strong> proposed<br />
board members is considered to be dependent in relation to <strong>the</strong> Company, its<br />
management or largest shareholders.
Information regarding <strong>the</strong> proposed directors<br />
Bo Håkansson (1946)<br />
Elected 2009, chairman of <strong>the</strong> board since 2010.<br />
Education: Degree in Economics and Business Administration and Med Dr H.c., Lund<br />
University.<br />
Primary experience: Self employed since 1970. Positions as CEO, board member or<br />
chairman in different listed companies since 1986, including Wihlborg Fastigheter AB,<br />
Active <strong>Bio</strong>tech AB, Midelfart Sonesson AB and ACAP Invest AB. Founder of Hansa<br />
Medical AB, Active <strong>Bio</strong>tech AB and ACAP Invest AB.<br />
O<strong>the</strong>r assignments: Chairman of <strong>the</strong> board in Exini Diagnostics AB and Hansa Medical<br />
AB. Board member in Farstorp Invest AB, Farstorps Gård AB and POC Sweden AB.<br />
Deputy board member in Cartela R&D AB.<br />
Shares in <strong>Karo</strong> <strong>Bio</strong>: 11 949 531 (own and wife’s holdings)<br />
Independent in relation to <strong>the</strong> Company, its management and largest shareholders.<br />
Johan Kördel (1962)<br />
Elected 2009.<br />
Education: Associate Professor in Physical Chemistry at Lund University, Scripps<br />
Research Institute, San Diego, as well as Harvard Medical School Boston.<br />
Primary experience: Worked as investment director at Lundbeckfond Ventures. Worked<br />
for Pharmacia in 1992-2000 with research and development, including responsibility for<br />
<strong>the</strong> project portfolio regarding metabolic diseases. Co-founder of <strong>Bio</strong>vitrum AB in 2001<br />
and in <strong>the</strong>ir management with responsibility for research <strong>from</strong> 2001 until 2003, and its<br />
commercial development <strong>from</strong> 2004 until 2006. Consultant in pharmaceutical research<br />
and business development <strong>from</strong> 2006 until 2010.<br />
O<strong>the</strong>r assignments: Board member in EQL Pharma AB and Syntaxin Ltd. Chairman of<br />
<strong>the</strong> board and president of his own consulting company, Chori Pars AB.<br />
Shares in <strong>Karo</strong> <strong>Bio</strong>: 33 335<br />
Independent in relation to <strong>the</strong> Company, its management and largest shareholders.<br />
Birgit Stattin Norinder (1948)<br />
London, Great Britain<br />
Elected 2007.<br />
Education: M.Sc.Pharm.<br />
Primary experience: Long experience <strong>from</strong> leading positions within research and<br />
development in several international pharmaceutical companies. Former CEO and<br />
chairman of <strong>the</strong> board in Prolifix Ltd. Long experience <strong>from</strong> board work, primarily in<br />
biotechnology companies.<br />
O<strong>the</strong>r assignments: Wingfirm AB (deputy board member).<br />
Shares in <strong>Karo</strong> <strong>Bio</strong>: none<br />
Independent in relation to <strong>the</strong> Company, its management and largest shareholders.<br />
Arne Ferstad (1950)<br />
Brussels, Belgium<br />
Education: Market economy and management<br />
Primary experience: More than 30 years of experience in international senior<br />
management positions in several pharmaceutical, biotechnology and medical device<br />
companies. Previously, among o<strong>the</strong>r things, business manager and vice president of
Kabi Pharmacia Nutrition and division director of Baxter (Asia and EMEA). President<br />
and owner of Ankor Consultants, Brussels.<br />
O<strong>the</strong>r assignments: NeuroVive AB (publ), AroCell AB (publ) and Aggancio Research<br />
AB<br />
Shares in <strong>Karo</strong> <strong>Bio</strong>: none<br />
Independent in relation to <strong>the</strong> Company, its management and largest shareholders.<br />
Jan Sandström (1938)<br />
Education: Pharmacist<br />
Primary experience: 38 years at AstraZeneca within marketing, project management and<br />
director of business development and licensing in one of <strong>the</strong> research companies, board<br />
member for 12 years in <strong>the</strong> Swedish Shareholders’ Association.<br />
O<strong>the</strong>r assignments: Accelerator AB, GrippingHeart AB, NovaSAID AB, PledPharma<br />
AB, TikoMed AB and JNS Consulting AB (chairman of <strong>the</strong> board)<br />
Shares in <strong>Karo</strong> <strong>Bio</strong>: none<br />
Independent in relation to <strong>the</strong> Company, its management and largest shareholders.<br />
Meg Tivéus (1943)<br />
Education: M.Sc. in Economics and Business, studies in medicine, psychology and<br />
sociology.<br />
Primary experience: Division manager NK, Åhlens, Holmen, vice president Posten,<br />
president Svenska Spel.<br />
O<strong>the</strong>r assignments: Arkitektkopia AB (chairman of <strong>the</strong> board), Folktandvården i<br />
Stockholm AB (chairman of <strong>the</strong> board), Swedish Match AB, Cloetta AB, Nordea<br />
Fonder AB, Apoteket Pharmaci AB, Paynova AB<br />
Shares in <strong>Karo</strong> <strong>Bio</strong>: none<br />
Independent in relation to <strong>the</strong> Company, its management and largest shareholders.<br />
The nomination committee has consisted of<br />
Bengt Belfrage, appointed by Nordea Fonder, chairman of <strong>the</strong> nomination committee<br />
Adam Bruce, appointed by Carlbergssjön AB<br />
Bo Håkansson, chairman of <strong>the</strong> board<br />
Thomas Josefsson, appointed by Borås Postorder AB<br />
Mikael Lönn, representing his own and his family’s holdings