Good corporate governance is an important aim of Abliva. Through clear corporate governance, shareholders and participants on the financial markets will understand that decisions are taken 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 Abliva complies with applicable legislation, marketplace regulation, the Swedish Code of Corporate Governance and Swedish Financial Supervisory Authority regulations.
Corporate Governance Reports
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. Abliva’s AGM is held yearly and is open to all shareholders.
At the AGM, shareholders are offered the opportunity to put questions directly to the Chair, 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, Chair, 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 Abliva’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 fulfilment 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.
Committees
Audit Committee
The Board of Directors has constituted a dedicated Audit Committee to support the Board in its supervisory role on audit issues.
The Audit Committee should contribute to producing good financial reporting that maintains market confidence in the company. The Committee should also ensure a qualified, effective and independent external audit of the company, and maintain good communication between the Board and external auditors elected by the AGM.
The members of the Audit Committee are: David Bejker (chairman), Denise Goode, and Jan Törnell.
Remuneration Committee
The Remuneration Committee shall assist the Board in matters of salary and remuneration on issues relating to salary and remuneration. The Remuneration Committee’s duties include:
- consulting on the Board of Director’s decisions on matters relating to remuneration principles, remuneration and other terms of employment of management,
- monitoring and evaluating ongoing and concluded (during the year) programs for variable remuneration for the corporate management, and
- monitoring and evaluating the application of guidelines for remuneration to senior executives that the AGM is legally obliged to resolve on, and applicable remuneration structures and remuneration levels in the Company.
The members of the Remuneration Committee are Denise Goode (chair), David Laskow-Pooley, and Jan Törnell
Nomination Committee
The Company shall have a Nomination Committee comprising one member of each of the three largest shareholders in terms of voting rights based on ownership statistics maintained by Euroclear.Sweden AB.
The Nomination Committee for the 2025 AGM comprises:
- Ingrid Teigland Akay (ordförande) – for Hadean Ventures
- Sam Williams – for IP Group plc
- Ryan El Housseini – for OPF (Oslo Pensionsfond)
Auditor
Ernst & Young AB with Oskar Wall as auditor in charge.
Group management
Within the framework of directives issued by the Board of Directors, group management is responsible for managing the company’s activities, producing and monitoring strategies and budgets, allocating resources, monitoring operating activities and preparing for Board meetings.
Incentive programs
Abliva AB has two Employee Stock Option Programs and four Warrant programs
Employee Stock Option Programs
The general meeting on 8 March, 2023, decided on a four-year incentive stock option program 2023/2027 for the Company’s CEO. The incentive stock option program entitles the holder to a new share in Abliva AB up to a maximum of 17,500,000 ordinary shares. The redemption price amounts to SEK 0.27. The program is vested at 25% per year on 1 April, 2024, 1 April, 2025, 1 April, 2026 and 1 April, 2027. Latest redemption date is 31 December, 2027.
The general meeting on 23 May, 2024, decided on a four-year incentive stock option program 2024/2030 for the Company’s CEO. The incentive stock option program entitles the holder to a new share in Abliva AB up to a maximum of 25,000,000 ordinary shares. The redemption price amounts to SEK 0.19. The program is vested at 25% per year on 1 June, 2025, 1 June, 2026, 1 June, 2027 and 1 June, 2020. Latest redemption date is 1 June, 2030.
Warrant programs
Warrant program to management and key employees 2023/2027
At the general meeting on 8 March, 2023, it was decided on a warrant program 2023/2027 to management and other and key employees of a maximum of 23.5 million warrants at a price of SEK 0.06 per warrant, corresponding to a subscription price of SEK 0.67 per share. In total, approx. 8.8 million options have been subscribed in the warrant program for management and other and key employees. One warrant entitles the holder to one new share in Abliva AB. Unsubscribed options have been cancelled. Redemption date is 1 June – 31 December 2027.
Warrant program for certain Board Members 2023/2027
On 5 May the AGM resolved on a warrant program 2023/2027 for certain board members of a maximum of 4.5 million warrants at a price of SEK 0.05 per warrant and a subscription price of SEK 0.5767 per share. All options have been subscribed. One warrant entitles the holder to one new share in Abliva AB. Redemption date is June 1 – Decem- ber 31, 2027.
Warrant program to management and key employees 2024/2028
At the general meeting on 23 May, 2024, it was decided on a warrant program 2024/2028 to management and other and key employees of a maximum of 15.0 million warrants at a price of SEK 0.03 per warrant, corresponding to a subscription price of SEK 0.48 per share. In total, approx. 9.4 million options have been subscribed in the warrant program for management and other and key employees. One warrant entitles the holder to one new share in Abliva AB. Redemp- tion date is 1 June – 31 December 2028.
Warrant program for certain Board Members 2024/2028
On 23 May the AGM resolved on a warrant program 2024/2028 for certain board members of a maximum of 4.0 million warrants at a price of SEK 0.03 per warrant and a subscription price of SEK 0.48 per share. In total, 3 million options have been subscribed in the warrant program for certain board members. One warrant entitles the holder to one new share in Abliva AB. Redemption date is June 1 – December 31, 2028.
Dilution
In case of full utilization of all incentive programs the maximum dilution amounts to 5.27 per cent on a fully diluted basis. The dilution effects have been calculated as the number of additional shares and votes in relation to the number of existing shares and votes plus the number of additional shares and votes. The dilution is only expected to have a marginal effect on the Company’s key performance indicator “Earnings (loss) per share”.