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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 14 May 2019 for the period until the end of the annual general meeting to be held in 2020.

LENNART JOHANSSON

CHAIRMAN OF THE BOARD

LENNART JOHANSSON

CHAIRMAN OF THE BOARD

Born 1955. Member of the board of directors since 2017 and chaiman since 2019.

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.

LARS LIDGREN

FOUNDER/ BOARD MEMBER

LARS LIDGREN

FOUNDER/ BOARD MEMBER

Born 1943. Member of the board of directors since 2010.

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.

HÅKAN BJÖRKLUND

BOARD MEMBER

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.

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.

BJÖRN ODLANDER

BOARD MEMBER

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.

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.

TONE KVÅLE

BOARD MEMBER

TONE KVÅLE

BOARD MEMBER

Born 1969. Member of the board of directors since 2016.

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.

SIMON CARTMELL

BOARD MEMBER

SIMON CARTMELL

BOARD MEMBER

Born 1960. Member of the board of directors since 2018.

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.

HÅKAN JOHANSSON

CHIEF FINANCIAL OFFICER

HÅKAN JOHANSSON

CHIEF FINANCIAL OFFICER

Håkan Johansson joined BONESUPPORT as Chief Financial Officer in November 2018. He has more than 20 years' of experience gained from CFO and Senior Management roles in various industries in public and private companies. Prior to joining BONESUPPORT he was CFO Northern Europe within Tunstall Healthcare Group (2012-18), a global provider of connected health and connected care solutions. Before this he held CFO and Senior Management roles at toy manufacturer BRIO AB (publ) and Arctic Paper Group. Mr Johansson holds a BSc in Business Administration & Economics from the Mid-Sweden University.

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.

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.

ANNELIE AAVA VIKNER

EVP MARKETING & COMMUNICATIONS

ANNELIE AAVA VIKNER

EVP MARKETING & COMMUNICATIONS

Annelie Aava Vikner joined BONESUPPORT as Executive Vice President Marketing & Communications in March 2019. Mrs Aava Vikner has more than 20 years’ in the field of medical technology & pharma. Before joining BONESUPPORT she held various leading regional marketing management positions within Medtronic, one of the worlds’ leading medical technology company (2002-2019). Her latest assignment before joining BONESUPPORT was as Senior Strategy & Marketing Manager for the restorative therapy group, ABGI&NORDICS (Austria, Switzerland, Benelux, Greece, Israel & Nordic). Mrs Aava Vikner holds a bachelor degree in Chemistry from the Linköping institute of technology, LIU (Linköping University) and a post graduate certificate in Leadership Expectations from Glasgow Caledonian University.

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 14 May 2019, 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

CHAIRMAN OF THE BOARD

LENNART JOHANSSON

CHAIRMAN OF THE BOARD

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 14 May 2019, the remuneration committee is comprised of Håkan Björklund (chairman), Björn Odlander and Lennart Johansson.

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

BOARD MEMBER

HÅKAN BJÖRKLUND

BOARD MEMBER

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.

LENNART JOHANSSON

CHAIRMAN OF THE BOARD

LENNART JOHANSSON

CHAIRMAN OF THE BOARD

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 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 2019, 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 14 May 2019, 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 nine ongoing share related incentive programs. Three are employee stock option programs, three are performance share programs and three are warrant programs.

Employee stock options programs

Of the three employee stock option programs, two run over ten years and expire 2022 and 2025 and one program runs over eights years and expires 2024. Each stock option gives the holder the right to acquire 0.2 ordinary shares when exercising the option. 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 BONESUPPORT at each vesting date. Of the allocated 25.7 million options, 20.4 million options were fully vested before 1 January 2019. As of 30 September 2019, a further 0.7 million options were vested during the year.

Performance share programs

There are two programs for newly recruited employees and one program for three Directors. All programs run over four years; one of the programs that is aimed employees runs until 2022, the other two programs run until 2021. Each savings share gives the opportunity to be allotted a maximum of 2,3 or 4 performance shares without payment depending on share price development and BONESUPPORT’s development in terms of sales and EBITDA during the duration of the program. The performance shares were issued in the form of class C-shares with a subscription price and quota value of SEK 0.625 per share. The program that runs until 2022 has been implemented during 2019.

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. 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, BONESUPPORT issues new shares. Payments received on behalf of the shares issued are credited to equity.

Warrant programs

There are three warrant programs where the latest program was executed in 2018. Warrants in the first two programs give the holder the right to acquire 0.2 ordinary shares and the third program 1 share.

Further information on these programs is presented in notes 12, 23 and 25 in the annual report for 2018.

Employee stock option programs

No of options[1]

Equal to no of shares

WAEP[2]

Balance 1 January 2019

6,180,190

1,236,038

9.92

Exercised

-761,500

-152,300

0.63

Returned

-88,545

-17,709

5.50

Balance 30 September 2019

5,330,145

1,066,029

11.35

       

Performance share programs

 

 

Right to no of shares

Balance 1 January 2019

   

505,000

Issued[3]

   

225,000

Balance 30 September 2019

   

730,000

 

 

 

 

Warrant programs

No of options

Equal to no of shares

WAEP[2]

Balance 1 January 2019

4,606,664

1,210,210

20.87

Balance 30 September 2019

4,606,664

1,210,210

20.87



[1] Not allocated options amounted to 3,912,880

[2] Weighted Average Exercise Price per Share (SEK)

[3] Additional allocation may be done during the remaining allocation period until 31 December 2019.

 

Auditors

Ernst & Young AB with Ola Larsmon 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 2019, 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 as per 30 September of each calendar year, together with the Chairman of the Board of Directors.

The Nominating Committee for the Annual General Meeting 2020, which is planned to be held in May 2020 in Lund, consists of Jacob Gunterberg, representing HealthCap V LP, Lennart Johansson, Chairman of the Board of Directors, Bo Lundgren, representing Swedbank Robur fonder and 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 2019 was held on May 14, 2019 at 10 a.m., Elite Hotel Ideon, Scheelevägen 27, Lund. Notice to attend has been announced in the Swedish press in Post- och Inrikes Tidningar, Svenska Dagbladet and on the Company’s website.

AGM 2019

 

AGM 2018