Corporate governance covers the structures and processes by which the company is governed. The objective of good corporate governance is to increase confidence in listed companies, increase their value for shareholders, and safeguard financial strength.
Good corporate governance is an important aim for Affibody. Through clear corporate governance, shareholders and participants on the financial markets will understand that decisions are made on a rational basis, resulting in better decisions, and thus higher value of the company. The control aspect is also important for trust, as well as it being self-evident that Affibody complies with applicable legislation, marketplace regulation, the Swedish Code of Corporate Governance, and Swedish Financial Supervisory Authority regulations.
Affibody Medical AB is the parent company, and Affibody AB is the operating company. Affibody AB is the contracting party in all agreements (with e.g. commercial and academic collaborators, vendors, consultants, etc.), and employs all employees, except the CEO and CFO.
Corporate governance reports
The Corporate Governance Report including the auditor’s Review Report is included in the Swedish Annual Report.
Annual General Meeting (AGM)
The AGM, which is the company’s highest decision making body, is the forum where shareholders exercise their influence over the company. Affibody’s AGM is held yearly and is open to all shareholders.
Shareholders wishing to raise a matter at an AGM must submit a written request to the Board of Directors by no later than seven weeks prior to the AGM.
At the AGM, shareholders are offered the opportunity to put questions directly to the Chairman, Board of Directors, and CEO, even if the company does endeavor to respond to questions from shareholders whenever they arise in the year. The AGM resolves on matters including adopting the Income Statement and Balance Sheet, appropriation of the company’s profit or loss, discharging the Board members and Chief Executive Officer from liability, election of Board members, Chairman, as well as election of auditors and approval of fees to the Board of Directors and auditors.
Articles of association
Board of Directors
The Board of Directors is the Company’s highest administrative body subordinate to the AGM. The work of Affibody’s Board of Directors is regulated by applicable laws and ordinances, and by the Board of Directors’ rules of procedure, which are adopted annually. The rules of procedure contain rules for dividing responsibilities between the Board of Directors and CEO, financial reporting and audit issues.
The instructions for the Chief Executive Officer formalize customary activities such as the CEO’s undertakings to the Company and Board of Directors, including responsibility for, and information regarding, regular delivery of expedient reports to the Board of Directors that are relevant for fulfillment of its duty to evaluate the Company. The Board of Directors should ensure that regular planning, including business plans and budgets, are prepared and presented to the Board for decision.
The Board of Directors is ultimately responsible for the Company’s organization and is therefore tasked with overseeing that there are satisfactory controls for risk management, financial accounting and financial reporting.
The Audit Committee shall facilitate the Board’s supervisory responsibility as described above, and shall contribute to sound financial reporting that maintains market confidence in the Company. Furthermore, the Audit Committee shall safeguard a qualified, effective and independent external audit of the company and ensure that good communication is maintained between the Board of Directors and the external AGM-elected auditors.
The Committee shall in particular supervise and monitor the Company’s:
- Accounting policies
- Financial administration
- Risk management
- Structures of internal control, resources, ongoing work and annual reporting
The Audit Committee shall consult on matters relating to the choice of auditor and fees to external auditors and maintain close contact with the Company’s Nomination Committee regarding its proposals to the AGM concerning the election of auditors and the auditors’ fee.
The members of the Audit Committee are: Anders Martin-Löf (chairman), Robert Burns, and José F Suárez.
The Remuneration Committee shall support the Board of Directors in salary and remuneration-related matters by:
- Preparing the Board’s decisions on matters concerning remuneration principles, remuneration and other terms of employment for management
- Monitoring and evaluating any ongoing programs for variable remuneration for senior management as well as any programs concluded during the year
- Monitoring and evaluating application of the guidelines for remuneration to senior management as adopted by the AGM according to law, and applicable remuneration structures and levels in the Company
- Evaluating and, as needed, preparing programs for long-term variable remuneration or share-related incentive programs
- Submitting proposals to the Company’s Board of Directors concerning individual salary and other remuneration to the Company’s CEO
The members of the Remuneration Committee are Robert Burns (chairman), José F Suárez, Jakob Lindberg
The Company shall have a Nomination Committee comprising one member of each the three largest shareholders in terms of voting rights based on ownership statistics maintained by Euroclear Sweden AB.
The Nomination Committee for the 2023 AGM comprises:
- Malte St Cyr Ohm (chair) – for Patricia Industries
- Leif Bengtsson – for the estate of Ingvar Kamprad
- Mathias Uhlén – third largest owner
The 2022 AGM resolved to re-elect Ernst & Young AB as the Company’s auditor. Anna Svanberg will remain as lead auditor.
Executive Management Team
Within the framework of directives issued by the Board of Directors, the Executive Management Team is responsible for managing the Company’s activities, producing and monitoring strategies and budgets, allocating resources, monitoring operating activities and preparing for Board meetings.
The Annual General Meeting 2022 resolved on guidelines for remuneration for the senior executives as set forth below. The senior executives are defined as the CEO of Affibody Medical AB (publ) and the executives who report to the CEO and are members of the executive management team. A summary is presented below. The Board of Directors shall prepare a proposal for new guidelines at least every fourth year and present it to the Annual General Meeting. The guidelines shall be in force until new guidelines are adopted by the general meeting. For the full version of the current applicable guidelines please follow link below.
Incentive programs are aimed at creating a long-term commitment to the Company, creating opportunities to attract and retain expertise, and delivering long-term shareholder value. Participants are allotted an incentive that will only be earned on condition that specific stock price performance requirements are fulfilled.
Long-term Incentive Program 2021 (ESOP 2021)
The 2021 AGM established a 2021/2028 employee stock option program consisting of up to 1,500,000 options. Employee options are allotted free of charge to participants. Allotted employee options are vested over a three-year period calculated from the allotment date. Vesting requires, with customary exceptions, that the participants remain as employees of, or continue to provide services to, the Company. Once the options are vested, they can be exercised. Each vested option entitles the holder to subscribe for one new share in the Company up to and including June 30, 2028 at the latest.
In February 2022, the Board of Directors decided to void all unallocated options under ESOP 2021. As a consequence 295,000 options were cancelled and the program consists of 1,205,000 ESOPs.
Long-term Incentive Program 2022 (ESOP 2022)
The 2022 AGM established program a 2022/2029 employee stock option program consisting of up to 295,000 options. Employee options are allotted free of charge to participants. Allotted options are vested over a three-year period calculated from the allotment date. Vesting requires, with customary exceptions, that the participants remain as employees of, or continue to provide services to, the company. Once the options are vested, they can be exercised. Each vested option entitles the holder to subscribe for one new share in the company up to and including June 30, 2029, at the latest.