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.
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.
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
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 2024 AGM comprises:
- Ingrid Teigland Akay (ordförande) – for Hadean Ventures
- Sam Williams – for IP Group plc
- Ryan El Housseini – for OPF (Oslo Pensionsfond)
Ernst & Young AB with Oskar Wall as auditor in charge.
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.
Abliva AB has two Employee Stock Option Programs and two Warrant programs
Employee Stock Option Program
Employee Stock Option Program 2021/2025 and 2023/2027 addressed to the Company’s CEO with a maturity of four years and expiring in 2025 respectively 2027. Each option entitles the holder to acquire one share in Abliva AB in connection with the exercise of the option. The exercise price is SEK 0.725 and the total number of employee stock options amounts to 4,600,000 in the Employee Stock Option Program 2021/2025. The exercise price is SEK 0.27 and the total number of employee stock options amounts to 1,750,000 in the Employee Stock Option Program 2023/2027.
The employee stock option program is earned in accordance with predetermined terms. A prerequisite for allotment of options is that the participant remains active within the company on each vesting date. If the participant ceases to be employed before a vesting date, vested employee stock options may be exercised at the regular time of exercise, but further vesting does not take place. The holder may exercise vested employee stock options during the period from 3 June 2024 to 31 December 2025 in the Employee Stock Option Program 2021/2025 and during the period from 1 June 2026 to 31 December 2027 in the Employee Stock Option Program 2023/2027 in accordance with the terms of the employee stock options. The Board of Directors has the right to limit the number of opportunities for delivery of shares during the exercise period.
Warrant program to management and key employees 2023/2027
In total, 10,027,850 warrants are currently outstanding under the program. The warrants in Warrant Program 2023/2027 may be exercised from 1 June 2027 until 31 December 2027 and each warrant will entitle the participant to subscribe for one new share in the company at a subscription price of SEK 0.67 per share. The warrants have, at the time of issue, been valued at market value in accordance with the Black&Scholes valuation model.
Warrant program for certain Board Members 2023/2027
The Warrant Program for certain Board Members 2023/2027 is intended for David Bejker, Denise Goode, and Jan Törnell as board members of the Company. Total number of warrants amounts to 4,500,000. The warrants may be exercised from 1 June 2027 until 31 December 2027 and each warrant will entitle the participant to subscribe for one new share in the company at a subscription price of SEK 0.5767 per share. The warrants have, at the time of issue, been valued at market value in accordance with the Black&Scholes valuation model.
In case of full utilization of all incentive programs, the maximum dilution amounts to 4.55 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”.