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 five board members appointed by the general meeting on 17 May 2023 for the period until the end of the annual general meeting to be held in 2024.
LENNART JOHANSSON
CHAIRMAN OF THE BOARD
Born: 1955
Elected into the Board: 2017
Elected as Chair: 2019
Education: MBA from Handelshögskolan, Stockholm.
Experience: Lennart Johansson has been Senior Advisor for Patricia Industries AB since 2015 and was previously Managing Director (Business Development, Operational and Financial Investments) at Investor AB (2006-2015). Prior to that, he was a partner and CEO of Emerging Technologies ET AB and b-business partners. Today he is a Board Member of Chalmers Ventures Ab, Hi3G Access AB, Atlas Antibodies AB and GoCo Development AB.
Shareholding at March 31 2024: 105,700 shares (own holding).
HÅKAN BJÖRKLUND
BOARD MEMBER
Born: 1956
Elected: 2016
Education: Ph.D. in Neuroscience from Karolinska Institutet in Stockholm.
Experience: Dr. Håkan Björklund is a partner in Tellacq AB, a private investment company. He was elected to the Board of Directors of BONESUPPORT in December 2016 in connection with the funding of USD 37 million (SEK 315 million), led by Tellacq. Dr. Håkan Björklund has a long and successful career in the healthcare industry, including as CEO of Nycomed. During his time there, Nycomed grew from being a small Scandinavian company to becoming a global business, which was bought by Takeda in 2011. He is currently Chair of the Board of BioPhorum, Asker Healthcare Group AB, Bohus BioTech AB and Intervacc AB.
Shareholding at March 31 2024: Owns 25 percent of the shares in Tellacq AB, which holds 1,055,976 shares.
BJÖRN ODLANDER
BOARD MEMBER
Born: 1958
Elected: 2010
Education: MD. Ph.D. from Karolinska Institutet in Stockholm.
Experience: Founder and Managing Partner of HealthCap. Björn Odlander has headed the Health Care Team at ABB Aros. He has pursued scientific research in the biochemistry of inflammation at Karolinska Institutet in Stockholm. Björn Odlander has extensive experience from Board assignments from listed and private companies in the life-science sector and is currently on the Boards of inter alia Oncorena AB, Tribune AB and Carisma Terapeutics, Inc.
Shareholding at March 31 2024: –
CHRISTINE RANKIN
BOARD MEMBER
Born: 1964
Elected: 2022
Education: Bachelor's degree in Business Administration and Economics from Stockholm University.
Experience: Currently, Christine Rankin is a Board member of Coinshares International Ltd, Orexo AB, 4C Group AB and Starbreeze AB. Christine Rankin has previously been a Board member of Adventure Box Technology AB, Board member of Technopolis Plc, Senior Vice President Corporate Control at Veoneer Inc., CFO at Cherry AB, acting CFO/Head of Finance at Serneke Group, Head of Corporate Control at Spotify and partner/Head of US Capital Markets in Sweden at PwC.
Shareholding at March 31 2024: 1,966 shares (own holding).
MARY I O’CONNOR
BOARD MEMBER
Born: 1957
Elected: 2022
Education: MD. from Drexel University, Philadelphia, USA; Orthopedic Residency and Fellowship from Mayo Clinic, Rochester, USA.
Experience: Dr. Mary I O’Connor, MD, is Professor Emerita of Orthopedic Surgery at Mayo Clinic and Past Professor of Orthopaedics and Rehabilitation at Yale University School of Medicine. In 2021, she became co-founder and Chief Medical Officer at Vori Health, a physician-led virtual musculoskeletal company. Honored with the American Academy of Orthopedic Surgery 2023 Diversity Award, Dr. Mary I O’Connor is a nationally recognized leader in health equity, chairing the Movement is Life Caucus, a nonprofit multi-stakeholder coalition committed to addressing musculoskeletal health disparities, since its inception in 2010.
Shareholding at March 31 2024: 24,844 shares (own holding).
Management Team
EMIL BILLBÄCK
CHIEF EXECUTIVE OFFICER
Born: 1970
Employed since: 2018
Education: B.Sc. in Business Administration from Karlstad University
Experience: Emil Billbäck joined BONESUPPORT as Chief Executive Officer in March 2018. He has more than 25 years of experience in Life Science, most recently as Chief Commercial Officer at BSN Medical. He has had operational roles at Astra Zeneca and Beiersdorf, and that of Senior Strategic Advisor within ESSITY. Today he is a Board Member of Doctrin and has previously been a Board Member of ATOS. Emil Billbäck has lived and worked in the United States and in Germany.
Shareholding at March 31 2024: 599,098 shares (own holding).
HÅKAN JOHANSSON
CHIEF FINANCIAL OFFICER
Born: 1963
Employed since: 2018
Education: B.Sc. in Business Administration & Finance from Mid Sweden University.
Experience: Håkan Johansson joined BONESUPPORT as Chief Financial Officer in November 2018. He has more than 25 years of experience as CFO and other senior management roles from several industries in the public and private sectors. Prior to BONESUPPORT, Håkan Johansson was CFO for Northern Europe at Thunstall Healthcare Group (2012-2018), a global company in security technology and system solutions for healthcare. He has previously worked at toy manufacturer BRIO AB (publ) and Arctic Paper Group.
Shareholding at March 31 2024: 96,519 shares (own holding).
MICHAEL DIEFENBECK
EVP MEDICAL & CLINICAL AFFAIRS CHIEF MEDICAL OFFICER
Born: 1974
Employed since: 2017
Education: M.D. from Ludwig-Maximilians-University Munich, Germany. Ph.D. from Friedrich-Schiller-Univer- sity, Jena, Germany. Certified orthopedic and trauma surgeon.
Experience: Dr. Michael Diefenbeck joined BONESUPPORT as Chief Medical Officer in April 2017. He founded Scientific Consulting in Orthopedic Surgery in 2014 and subsequently worked on several projects with BONESUPPORT as an independent medical advisor. He is currently honorary consultant at Nuffield Orthopaedic Centre, Oxford University Hospitals. He has 15 years of clinical experience from various hospitals in Germany, is the author of 24 published research articles in the field and is involved in the surgical education and training programs for students at University Hospital Jena.
Shareholding at March 31 2024: 111,160 shares (own holding). He also has 360,000 employee stock options that can be converted to 72,000 shares.
FERGUS MACLEOD
GM & EVP COMMERCIAL OPERATIONS EUROW
Born: 1970
Employed since: 2019
Education: HND Business & Finance, University of Bedfordshire, Executive Leadership Program, Center for Creative Leadership
Experience: Fergus MacLeod joined BONESUPPORT as General Manager & Executive Vice President Com- mercial Operations EUROW in November 2019. He has more than 20 years’ experience from international sales leadership positions in the orthobiology and medical equipment sectors with companies such as Johnson Matthey, RTI Surgical and Stryker.
Shareholding at March 31 2024: 37,500 shares (own holding).
MIKE ROTH
GM & EVP COMMERCIAL OPERATIONS NORTH AMERICA
Born: 1963
Employed since: 2020
Education: BA degree in international development from Clark University
Experience: Michael Roth started at BONESUPPORT as General Manager and Executive Vice President Commercial Operations for North America in June 2020. Michael Roth has over 25 years of experience with senior positions in both large and small companies active in orthopedics, with both direct and distributor-led sales. His most recent role was as Vice President of Sales and Marketing for Surgical Planning Associates (HipXpert). He has also served as Vice President of Sales for the Eastern Region at both Wright Medical and Microport Orthopaedics.
Shareholding at March 31 2024: 54,048 shares (own holding).
HELENA BRANDT
EVP HUMAN RESOURCES
Born: 1965
Employed since: 2017
Education: M.Sc. in International Business & Economics from Lund University. Has studied at University of Cologne, Germany, and at the universities in Cincinnati and Delaware, USA.
Experience: Helena started at BONESUPPORT as Head of Human Resources in October 2017. She is a senior HR leader with more than 20 years of experience in a wide range of industries, from Life Science to IT/Telecom. She has held global HR roles at Astra Zeneca, Sony and Tetra Pak, developing organizations, people, leaders, teams and cultures as well as driving transformation and change.
Shareholding at March 31 2024: 30,976 shares (own holding).
Annelie Aava Vikner
EVP GLOBAL MARKETING
Born: 1971
Employed since: 2019
Education: Bachelor degree in Chemistry from the Linköping Institute of Technology, LIU (Linköping University) and a post graduate certificate in Leadership from Glasgow Caledonian University.
Experience: Annelie Aava Vikner joined BONESUPPORT as Executive Vice President Global Marketing in March 2019. Annelie Aava Vikner has close to 30 years’ of experience from marketing, sales and clinical trials in the field of medical technology & pharma. Before joining BONESUPPORT she worked at Medtronic in different regional leading positions, mainly within marketing.
Shareholding at March 31 2024: 14,480 shares (own holding).
MICHAEL WRANG MORTENSEN
EVP R&D AND OPERATIONS
Born: 1975
Employed since: 2021
Education: M.Sc. in Engineering from Technical University of Denmark, a Ph.D. in Chemistry from University of Copenhagen and an executive MBA from the AVT Business School in Denmark
Experience: Michael Wrang Mortensen joined BONESUPPORT in December 2021 as Executive Vice President with the overall responsibility for R&D and Operations. Michael has more than 15 years of experience from the Medical Device and Healthcare industry with solid leadership and management experience within Innovation, Product Realization, Commercial Development and Operations. Prior to joining BONESUPPORT, Michael Wrang Mortensen was Director for Development and Supply at Nanovi A/S. Before this Michael held various management positions at Ferrosan Medical Devices A/S innovating and developing combination products in partnership with large global players such as Ethicon Biosurgery Inc, Johnson and Johnson.
Shareholding at March 31 2024: 38,835 shares (own holding).
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 17 May 2023, the audit committee is comprised of Christine Rankin (chairman) and Lennart Johansson.
CHRISTINE RANKIN
CHAIRMAN
Christine Rankin holds a bachelor's degree in business administration and economics from Stockholm University. Currently, Christine Rankin is a board member of Coinshares International Ltd. and Senior Vice President Corporate Control at Veoneer Inc. Christine Rankin has previously been a board member of Adventure Box Technology AB, board member of Technopolis Plc, CFO at Cherry AB, acting CFO/Head of Finance at Serneke Group, Head of Corporate Control at Spotify and partner/Head of US Capital Markets in Sweden at PwC.
LENNART JOHANSSON
CHAIRMAN OF THE BOARD
Lennart Johansson has been Senior Advisor for Patricia Industries AB since 2015 and was previously Managing Director (Business Development, Operational and Financial Investments) at Investor AB (2006-2015). Prior to that, he was a partner and CEO of Emerging Technologies ET AB and b-business partners. Today he is a Board member of Chalmers Ventures AB, Hi3G Access AB, Atlas Antibodies AB and GoCo Development AB.
Lennart Johansson holds an MBA from Handelshögskolan, Stockholm (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 17 May 2023, the remuneration committee is comprised of Håkan Björklund, Björn Odlander, and Lennart Johansson (chairman).
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 2017 and chairman since 2019.
Lennart Johansson has been Senior Advisor for Patricia Industries AB since 2015 and was previously Managing Director (Business Development, Operational and Financial Investments) at Investor AB (2006-2015). Prior to that, he was a partner and CEO of Emerging Technologies ET AB and b-business partners. Today he is a Board member of Chalmers Ventures AB, Hi3G Access AB, Atlas Antibodies AB and GoCo Development AB.
Lennart Johansson holds an MBA from Handelshögskolan, Stockholm (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 on 17 May 2023, 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 17 May 2023, 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, 52.5 per cent of the fixed annual salary for the CFO 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 maximum 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
BONESUPPORT has two employee stock option programs and one performance share program.
Employee stock option programs
Of the two employee stock option programs, one runs over ten years and expires 2025 and one program runs over eight years and expires 2024. Each stock option gives the holder the right to acquire 0.2 ordinary shares in BONESUPPORT when exercising the option. This at a price in the first program of SEK 0.125 per option, equivalent to SEK 0.625 per share, and in the second program of SEK 5.30 per option, equivalent to SEK 26.50 per share. The employee stock options are vested according to a schedule in each program. A condition for allotment of options is employment or a contractual relationship with the Company at each vesting date. Of the previously allocated 25.7 million options, 8.9 million options regard active programs. Of these 8.9 million options, 5.2 million options were fully vested before March 31, 2024. Remaining 3.7 million options were not allocated.
Performance share program
LTI 2023 was decided at the Annual General Meeting in 2023 runs until December 31, 2026. The investment period for the participants ended on December 31, 2023 and the vesting period started on January 1, 2024.
In the program, each savings share gives the opportunity to be allotted a maximum of four performance shares without payment depending on share price development and the Company’s development in terms of sales and EBITDA during the duration of the program.
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. At the end of the vesting period, a reduction in staff turnover is assumed, which entails an increased cost. 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, the Company issues new shares. Payments received for the issued shares are credited to equity.
Further information on these programs is presented in Notes 12 and 23 in the Annual Report 2023.
| Employee stock option programs |
No of options[1] |
Equal to no of shares |
WAEP[2] |
| Balance January 1, 2024 | 415 208 | 83 044 | 26,50 |
| Exercised | -9 375 | -1 875 | 26,50 |
| Balance March 31, 2024 | 405 833 | 81 169 | 26,50 |
| Performance share programs |
|
|
Right to no of shares |
| Balance January 1, 2024 |
1 209 132 |
||
| Distributed regarding completed program |
-549 132 |
||
| Cancelled during the year | -130 622 | ||
| Granted in this year’s program | 600 000 | ||
| Balance March 31, 2024 | 660 000 | ||
[1] Not allocated options amounted to 3,699,047.
[2] Weighted Average Exercise Price per share (SEK).
Auditors
Ernst & Young AB with Henrik Rosengren 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 on 17 May 2023, it was resolved to adopt an instruction for the Nomination Committee according to which the Nomination Committee shall consist of three members, representing the three largest shareholders as per 30 September of each calendar year. The chairman of the board is responsible to convene the Nomination Committee to its first meeting, and shall also be co-opted to the Nomination Committee, except when the Nomination Committee shall address to the matter of chairman of the board and remuneration to the chairman of the board.
The Nomination Committee for the 2024 Annual General Meeting consists of Staffan Lindstrand, appointed by HealthCap V LP, Caroline Sjösten, appointed by Swedbank Robur fonder, and Jan Särlvik, appointed by Fjärde AP-fonden (AP4). In addition, Lennart Johansson, is co-opted to the Nomination Committe as chairman of the Board of Directors. The Nomination Committee will appoint a committee chair at its first meeting.
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 .
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.
The 2024 Annual General Meeting will be held on May 16, 2024 in Lund.
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 and submitted no later than seven weeks prior to the Annual General Meeting to ensure that the request can be considered.
AGM 2024
Remuneration report 2023
Board statement pursuant to Chapter 19 Section 22 of the Swedish Companies Act
Auditor's statement regarding remuneration to Executive Management
Auditor's statement pursuant to Chapter 19 Section 28 of the Swedish Companies Act
Notice Annual General Meeting 2024
Form for Power of Attorney
The Nomination Committees proposals and reasoned statement
AGM 2023
Minutes AGM 2023
Notice Annual General Meeting 2023
Power of Attorney Annual General Meeting 2023
Board statement pursuant to Chapter 19, Section 22 of the Swedish Companies Act 2023
Board proposal on authorization regarding issues 2023
Board proposal on authorization regarding transfer of own shares 2023
Board proposal on share saving program for employees 2023
Nomination Committees proposal on instruction for the Nomination Committee 2023
The Nomination Committees proposals and reasoned statement 2023
Board proposal on guidelines for remuneration to senior executives 2023
Auditor statement pursuant to ch 8 sec 54 of the Swedish Companies Act 2023
Remuneration report 2022
AGM 2022
Minutes AGM 2022
Notice Annual General Meeting 2022
Power of Attorney AGM 2022
Statement of the board of directors pursuant to Chapter 19, Section 22 of the Swedish Companies Act 2022
The board_s proposal on authorization regarding issues 2022
The boards proposal on issues and repurchase of series C shares and transfer of own shares 2022
The Nomination Committee's proposal for new board members 2022
The Nomination Committees proposals and reasoned statement 2022
Auditor's opinion on guidelines regarding remuneration to Group Executive Management
Remuneration report 2021
AGM 2021
AGM Minutes 2021
Auditor's opinion on guidelines regarding remuneration to Group Executive Management
Notice Annual General Meeting
Postal voting form
Power of Attorney
Statement of the board of directors pursuant to Chapter 19, Section 22 of the Swedish Companies Act
The board's proposal on amendment of the Articles of Association
The board's proposal on share saving program for senior executives and other key employees
The Nomination Committee's proposal on share saving program for certain board members
The Nomination Committee's proposals and reasoned statement and instruction
Remuneration report 2020
Instruction for the Nomination Committee
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 Committee’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 share saving program for employees
Statement of the board of directors pursuant to Chapter 19, Section 22 of the Swedish Companies Act
Power of Attorney template
AGM 2018
Notice AGM 2018
The Nomination Committee’s proposals and reasoned statement
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
The Nomination Committee’s proposal on share saving program for certain members of the board of directors
Statement of the board of directors pursuant to Chapter 19, Section 22 of the Swedish Companies Act
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