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CORPORATE
GOVERNANCE

Svensk version

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 six board members appointed by the general meeting on 12 April 2017 for the period until the end of the annual general meeting to be held in 2018.

HÅKAN BJÖRKLUND

CHAIRMAN

HÅKAN BJÖRKLUND

CHAIRMAN

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.

Holdings in BONESUPPORT: Håkan Björklund owns 25 percent of Tellacq AB that holds 2,264,151 shares and 4,900,000 warrants in BONESUPPORT. Independent in relation to the Company and its management and in relation to major shareholders.

LARS LIDGREN

FOUNDER

LARS LIDGREN

FOUNDER

M.D, Ph.D, Professor in Orthopaedics at the University Hospital of Lund

Dr. Lidgren is leading a regenerative medicine research group at the university department in Lund, which is a member of the ISOC group of worldwide leading hospitals. He is an honorary member of and served as president of several major societies, and initiated the worldwide Bone and Joint Decade 2000-2010. Dr. Lidgren is a successful serial entrepreneur who founded the companies Scandimed (Biomet), AMeC and GWS, Sweden. He is also a board member of the stock listed companies Orthocell, Australia and GWS, Sweden.

Holdings in BONESUPPORT: 492,926 shares and 860,985 employee stock options. Independent in relation to the Company and its management and in relation to major shareholders.

BJÖRN ODLANDER

BOARD MEMBER

BJÖRN ODLANDER

BOARD MEMBER

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.

Holdings in BONESUPPORT: None. Independent in relation to the Company and its management, but not in relation to major shareholders. Partner in HealthCap and board member in several companies in the HealthCap group.

NINA RAWAL

BOARD MEMBER

NINA RAWAL

BOARD MEMBER

Previously, Dr. Rawal held the position of Vice President, Ventures at Gambro. Prior experience also includes The Boston Consulting Group in Stockholm and New York, Swecare foundation, and a Ph.D in molecular neurobiology at the Karolinska Institute in Stockholm and Hôpital la Salpêtrière in Paris. Dr. Rawal serves on the boards of Smartfish, Airsonett and Glionova, and on a pro bono basis, as advisor to Médecins Sans Frontières. She holds an MSc in Biomedicine from the Karolinska Institute.

Holdings in BONESUPPORT: None. Independent in relation to the Company and its management, but not in relation to major shareholders. Employed by Stiftelsen Industrifonden.

TONE KVÅLE

BOARD MEMBER

TONE KVÅLE

BOARD MEMBER

Tone Kvåle has more than 20 years of experience gained in the biotech industry. She has been Chief Financial Officer at Nordic Nanovector ASA since November 2012. Prior to joining Nordic Nanovector, she was CFO of NorDiag, Kavli Holding and Dynal Biotech, and has held senior management positions at Invitrogen, Life Technologies and ThermoFisher (US). Ms. Kvåle has a diploma in Finance & Administration from Harstad University College.

Holdings in BONESUPPORT: None. Independent in relation to the Company and its management and in relation to major shareholders.

LENNART JOHANSSON

BOARD MEMBER

LENNART JOHANSSON

BOARD MEMBER

Senior Advisor at Patricia Industries AB since 2015, Lennart was previously Managing Director (Business Development, Operating and Financial Investments) at Investor AB (2006-2015). Prior to this he was Partner and Chief Executive Officer of Emerging Technologies ET AB. He is currently Board Member of Swedish Orphan Biovitrum AB and Hi3G Access AB; Deputy Chairman of Mölnlycke Health Care AB; and Chairman of Vectura AB. Lennart holds an MBA from the Stockholm School of Economics (1980).

Holdings in BONESUPPORT: 30,000 shares. Independent in relation to the Company and its management and in relation to major shareholders.

SIMON CARTMELL

BOARD MEMBER

SIMON CARTMELL

BOARD MEMBER

Simon Cartmell has a long and extensive background as CEO, manager and entrepreneur in the pharmaceutical, biotech and medtech industries. He was previously the CEO of ApaTech Ltd., a UK based orthobiologics company developing and marketing ACTIFUSE, a synthetic bone graft substitute. In 2010, based on its differentiated technology and US sales success, ApaTech was acquired by Baxter in a USD 330 million transaction. Cartmell has been and is active as a board member in several public and private companies in the biotech and medtech technology space and is thereto Operating Partner at IP Group plc. His current board memberships include OssDsign AB (chairman of the board), IESO Digital Health Ltd (chairman of the board), Veryan Medical Ltd (chairman of the board), Abingdon Health Ltd., Inivata Ltd and ReNeuron Ltd. Simon Cartmell holds no shares in the Company.

Management Team

EMIL BILLBÄCK

CHIEF EXECUTIVE OFFICER

EMIL BILLBÄCK

CHIEF EXECUTIVE OFFICER

Emil Billbäck has more than 20 years’ experience in commercial operations within the life science industry - 11 years of which gained in senior leadership positions under private equity ownership (Montagu and EQT). Most recently, he was Senior Advisor to the recently merged BSN medical/ SCA entity. Before the merger he was Executive Vice President EMEA and Head of Global Commercial Operations, at BSN medical. Prior to this Emil held several roles at BSN medical as Interim President North America, Group Director Commercial Operations, Group Director R&D and President APAC. Before joining BSN medical, Emil worked at Beiersdorf and AstraZeneca. While Swedish native, Emil has lived and worked 4 years in the US and more than 9 years in Germany. He holds a BSc in Business Administration from Karlstad University.

BJÖRN WESTBERG

CHIEF FINANCIAL OFFICER

BJÖRN WESTBERG

CHIEF FINANCIAL OFFICER

Björn Westberg joined the Company as Chief Financial Officer in January 2017 from Recipharm AB (publ) - one of the largest pharmaceutical contract manufacturers in the world - where he was CFO since 2007. Prior to this Mr Westberg was CFO of the listed (Nasdaq Stockholm) software company Jeeves (2001-2007). Before that he held senior roles at AstraZeneca, among those Finance Director ISMO Northern Europe and Controller in Astra Japan.

Holdings in BONESUPPORT: 1,250,000 warrants.

CARIN NILSSON-THORELL

VP QUALITY MANAGEMENT & REGULATORY AFFAIRS

CARIN NILSSON-THORELL

VP QUALITY MANAGEMENT & REGULATORY AFFAIRS

Carin Nilsson-Thorell has overall responsibility for global quality and regulatory compliance. She has been VP, Quality & Regulatory Management, at BONESUPPORT AB since 2002. She holds an MSc in Chemical Engineering (1979) with academic post graduate courses in Medical Device Technology (Clinical Chemistry); Pharmacology and Toxicology. Carin previously managed pre-clinical and clinical qualification of immune therapy medical devices at Glycorex Transplantation (2001-2002). Prior to this she worked at Gambro AB in various international positions within medical device development and qualification including a position as Director for Microbiology, Toxicology and Clinical Affairs (1980-2000); and as Laboratory Engineer at Clinical Chemistry lab at University Hospital (1978-1980).

Holdings in BONESUPPORT: 225,295 employee stock options.

MICHAEL DIEFENBECK

EVP R&D, MEDICAL & CLINICAL AFFAIRS CHIEF MEDICAL OFFICER

MICHAEL DIEFENBECK

EVP R&D, MEDICAL & CLINICAL AFFAIRS CHIEF MEDICAL OFFICER

Dr. Diefenbeck joined BONESUPPORT AB in April 2017. In 2014 he founded Scientific Consulting in Orthopaedic Surgery and worked for BONESUPPORT AB on different projects as an independent clinical advisor. He is currently honorary consultant at Nuffield Orthopaedic Centre, Oxford University Hospitals. Dr. Diefenbeck studied medicine at Munich and was trained as an orthopaedic surgeon, specializing in trauma care and bone infections. He has 14 years’ clinical experience at different German hospitals (BG Unfallklinik Murnau, BG Kliniken Bergmannstrost Halle/Saale, University Hospital Jena and Schön Klinik Hamburg Eilbek). At University Hospital Jena he finished his PhD in 2011 and has since been involved in surgical education and training programs for students. He is author of 24 Pub-med listed research articles.

Holdings in BONESUPPORT: 360,000 employee stock options.

VIKRAM JOHRI

GENERAL MANAGER & EXECUTIVE VP COMMERCIAL OPERATIONS EUROW

VIKRAM JOHRI

GENERAL MANAGER & EXECUTIVE VP COMMERCIAL OPERATIONS EUROW

Mr Johri develops and manages international sales with a focus on exponential revenue growth. He holds an MBA in Marketing from Syracuse University (1993) and a Bachelors of Commerce from Dehli University (1988). Prior to his current role, Mr Johri was Chief Commercial Officer (2009-2012), and prior to joining BONESUPPORT AB, was VP of EMEA Wright Medical (2007-2009) and Group Marketing Manager International at Boston Scientific 2002-2009.

Holdings in BONESUPPORT: 1,005,812 employee stock options.

PATRICK O'DONNELL

GENERAL MANAGER & EXECUTIVE VP COMMERCIAL OPERATIONS NORTH AMERICA

PATRICK O'DONNELL

GENERAL MANAGER & EXECUTIVE VP COMMERCIAL OPERATIONS NORTH AMERICA

Patrick O’Donnell has a proven track record in the medical device, biologics, and biomaterials industries - with technologies in the orthopedic, spine, neurosurgery, sports medicine, interventional radiology, vascular and, metabolic disorders markets – gained over the past 24 years. Mr. O’Donnell most recently served as the Founder, Director, and Chief Executive Officer of ProteoThera, Inc., an early stage biotech company with matrix-binding protein fusion technology for local delivery of small molecules and proteins to address articular joint inflammatory diseases. Prior to this he held the position of CEO at several organizations including EndoSphere Inc, Histogenics Corporation and Prochon BioTech; and the Director of Global Marketing at Confluent Surgical. Mr. O’Donnell began his career at J & J DePuy Spine where he worked for thirteen years in commercial positions of escalating responsibility. Mr. O’Donnell graduated from the University of Wisconsin-Madison.

Holdings in BONESUPPORT: 720,000 employee stock options.

HELENA BRANDT

HEAD OF HUMAN RESOURCES

HELENA BRANDT

HEAD OF HUMAN RESOURCES

Helena L Brandt is a senior HR leader with more than 20 years’ experience gained from a broad range of industries. Ms Brandt has held global HR leadership roles at Astra Zeneca, Sony and Tetra Pak, developing organizational leadership and teams. She holds an International Business & Economics Master’s Degree from Lund University, Sweden, and also studied at the University of Cologne in Germany and at the universities of Cincinnati and Delaware in the U.S.

LINDA BUTCHER

CHIEF MARKETING OFFICER

LINDA BUTCHER

CHIEF MARKETING OFFICER

Linda Butcher joined BONESUPPORT AB in 2010 and is responsible for global marketing strategies and activities. Prior to this she worked in sales and product specialist roles for Schneider UK (1990-1998). From 1998 to 2010 she was European Marketing Manager and International Marketing Manager for Boston Scientific. Linda is a Registered General Nurse (RGN) and was previously VP Global Marketing, BONESUPPORT AB (2010-2016).

Holdings in BONESUPPORT: 421,550 employee stock options.

JOHAN OLSSON

CHIEF OPERATING OFFICER

JOHAN OLSSON

CHIEF OPERATING OFFICER

Johan Olsson is responsible for supply chain and holds an MSc in Mechanical Engineering (1991) from Lund University. He joined BONESUPPORT AB in 2007 as production and logistics Director, and before then he worked for Gambro as Head of the Intensive Care Line (2000-2007), where he was responsible, amongst other things, for the transfer of Gambro's production in Italy to Sweden. Before that, Johan held a number of different logistics, purchasing and manufacturing management positions in various consumer product companies.

Holdings in BONESUPPORT: 165,295 employee stock options.

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 22 May 2018, the audit committee is comprised of Tone Kvåle (chairman) and Lennart Johansson.

TONE KVÅLE

BOARD MEMBER

TONE KVÅLE

BOARD MEMBER

Tone Kvåle has more than 20 years of experience gained in the biotech industry. She has been Chief Financial Officer at Nordic Nanovector ASA since November 2012. Prior to joining Nordic Nanovector, she was CFO of NorDiag, Kavli Holding and Dynal Biotech, and has held senior management positions at Invitrogen, Life Technologies and ThermoFisher (US). Ms. Kvåle has a diploma in Finance & Administration from Harstad University College.

Holdings in BONESUPPORT: None. Independent in relation to the Company and its management and in relation to major shareholders.

LENNART JOHANSSON

BOARD MEMBER

LENNART JOHANSSON

BOARD MEMBER

Senior Advisor at Patricia Industries AB since 2015, Lennart was previously Managing Director (Business Development, Operating and Financial Investments) at Investor AB (2006-2015). Prior to this he was Partner and Chief Executive Officer of Emerging Technologies ET AB. He is currently Board Member of Swedish Orphan Biovitrum AB and Hi3G Access AB; Deputy Chairman of Mölnlycke Health Care AB; and Chairman of Vectura AB. Lennart holds an MBA from the Stockholm School of Economics (1980).

Holdings in BONESUPPORT: 30,000 shares. Independent in relation to the Company and its management and in relation to major shareholders.

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 management 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 22 May 2018, the remuneration committee is comprised of Håkan Björklund (chairman) and Björn Odlander.

BJÖRN ODLANDER

BOARD MEMBER

BJÖRN ODLANDER

BOARD MEMBER

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.

Holdings in BONESUPPORT: None. Independent in relation to the Company and its management, but not in relation to major shareholders. Partner in HealthCap and board member in several companies in the HealthCap group.

HÅKAN BJÖRKLUND

CHAIRMAN

HÅKAN BJÖRKLUND

CHAIRMAN

Dr. Björklund is Partner of Tellacq AB, a private investment firm. He joined the BONESUPPORT Board in September 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.

Holdings in BONESUPPORT: Håkan Björklund owns 25 percent of Tellacq AB that holds 2,264,151 shares and 4,900,000 warrants in BONESUPPORT. Independent in relation to the Company and its management and in relation to major shareholders.

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 2018, the nomination committee submitted proposals in regard to remuneration.

Remuneration to senior management

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 12 April 2017, 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 remuneration, pension benefits, share-based incentive programs resolved by the shareholders’ meeting and other benefits.

The fixed salary shall take into consideration the individual’s competence, area of responsibility and performance. The variable remuneration is to be based on the outcome of predetermined well defined objectives. The variable consideration is to be limited and may not exceed 75 per cent of the fixed annual salary for the CEO 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.

In addition to what follows from law or collective bargain agreements or other agreements, the CEO and other senior executives may be entitled to arrange individual pension schemes. Refrained salaries and variable remuneration can be used for increased pension contributions, provided that the total cost for the Company is unchanged over time.

Share-based incentive programs shall, where applicable, be resolved by the shareholders’ meeting. The senior executives may be awarded other customary benefits, such as a company car, occupational health services, etc.

In case of termination of the CEO’s employment by the Company, the notice period should not exceed 6 months. In case the Company terminates the CEO without cause the CEO shall, in addition to salary during the notice period, be entitled to severance payment corresponding to 12 months’ base salary as well as an amount corresponding to the yearly average paid out performance bonus over the last three years (or for such shorter period as the employment agreement has been in force). The notice period for other senior executives shall not exceed 12 months. In case of termination from the Company, in addition to salary during the notice period, severance payment corresponding to an amount equal to up to 12 months base salary may be paid.

The board of directors shall be entitled to deviate from these guidelines in individual cases if there are special reasons for doing so.

Incentive Programs

BONESUPPORT has six ongoing share related incentive programs .The programs 2010/2017, 2010/2017 II and 2012/2022 are directed to employees, consultants and board members. The program 2015/2025 is directed at the CEO. The program 2016/2024 is directed at employees. The warrant program 2017/2020 is directed at the CFO. All options and warrants are subject to customary recalculation provisions in connection with share issues etc.

Program Maximum number of options/warrants that can be alloted Maximum number of shares that can be subscribed for Subscription price per share (SEK) Expiry date
Employee stock option program 2010/2017 362,562 72,512 0.625 31 December 2017
Employee stock option program 2010/2017 II 1,987,508 397,501 0.625 31 December 2017
Employee stock option program 2012/2022 14,393,107 2,878,621 0.625 31 December 2022
Employee stock option program 2015/2025 5,398,300 1,079,660 0.625 31 December 2025
Employee stock option program 2016/2024 3,540,700 708,140 26.5 21 June 2022
Warrant program 2017/2020 1,250,000 250,000 26.5 28 February 2020
Auditors

Ernst & Young AB with Johan Thuresson 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 the 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 2017, it was resolved to adopt an instruction for the Nomination Committee according to which the Nomination Committee shall consist of four members representing the three largest shareholders per each calendar year, together with the Chairman of the Board of Directors.

The Nominating Committee for the Annual General Meeting 2018 consisted of Håkan Björklund, Chairman of the Board of Directors, Jacob Gunterberg, representing HealthCap V LP, Johan Kördel, representing Lundbeckfonden Invest A/S, Jonas Jendi, representing Stiftelsen Industrifonden. Jacob Gunterberg has been appointed Chairman of the Nomination Committee.

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 legal@bonesupport.com.

 

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.

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 legal@bonesupport.com and submitted no later than seven weeks prior to the Annual General Meeting, or in any case, if required, in time for the matter to be included in the notice convening the Annual General Meeting.

The Annual General Meeting 2018 was held on Tuesday 22 May 2018 at the Elite Hotel Ideon, Scheelevägen 27 in Lund.

AGM 2018