Corporate Governance

The Hansa Biopharma corporate governance model is set forth in the diagram below. It illustrates the central corporate bodies during 2019. Details on the significant external and internal regulations and policies that affect corporate governance, is specified in our Annual Report 2018.

Our Governance Structure

Annual Report 2018

Governance Committees

After the AGM in 2019, the Audit Committee consisted of Eva Nilsagård, chairman, Mats Blom and Andreas Eggert. The committee is obligated to keep minutes of its meetings and make the minutes available to the Board of Directors. The Audit Committee shall perform the duties incumbent upon audit committees as required by law and the Swedish Code of Corporate Governance.

The primary duties of the audit committee are to:

  • monitor the Company’s financial reporting;
  • with respect to the financial reporting, monitor the effectiveness of the Company’s internal controls, internal audit and risk management;
  • inform itself of the audit of the annual reports and group accounts;
  • review and monitor the auditor’s impartiality and independence, and, in this context, particularly monitor whether the auditor is providing the Company with services other than auditing services;
  • take decisions regarding guidelines for services other than the auditing services which the external auditor can provide.

Prior to the 2019 annual general meeting, Hansa Biopharma’s nomination committee comprises Erika Kjellberg Eriksson (representing Nexttobe AB), Astrid Samuelsson (representing Handelsbanken funds) and Sven Sandberg (representing Thomas Olausson and Gladiator). Erika Kjellberg Eriksson has been elected as chairman of the nomination committee. In addition, the chairman of the board Ulf Wiinberg is convener of the committee.

The nomination committee prepares a proposal regarding the number of directors and persons to be elected as directors, including the chairman proposal for remuneration to the chairman and the other board members proposal for remuneration for the board members’ committee work.

The nomination committee proposes election of auditors including remuneration to the auditor.

Principles for the nomination committee prior to the annual general meeting 2020.

The proposals will be published in connection with the notice to the annual general meeting 2019

After the annual general meeting in 2019 the Scientific Committee consists of Anders Gersel Pedersen, chairman, Birgit Stattin Norinder and Andreas Eggert. The committee is obligated to keep minutes of its meetings and make the minutes available the Board of Directors.

The primary duties of the Scientific Committee are to:

  • assist the Board of Directors with recommendations regarding the Company’s research and development strategies and possibilities;
  • perform such other duties as are considered necessary and appropriate in conjunction with the work set forth above; and perform such other duties as instructed by the Board of Directors from time to time;
  • the Scientific Committee has not had any separate meetings during 2018, but the duties above were handled at board meetings in February, September and December 2018.

After the AGM in 2018, the Remuneration Committee consisted of Birgit Stattin Norinder, chairman, Ulf Wiinberg and Anders Gersel Pedersen. The Remuneration Committee is charged with performing the duties set forth in the Swedish Corporate Governance Code. The committee is obligated to keep minutes of its meetings and make the minutes available to the Board of Directors.

The primary duties of the remuneration committee are to:

  • prepare decisions for the Board of Directors regarding remuneration principles, remuneration and other employment terms and conditions for senior management, among other things by proposing to the Board of Directors the guidelines for remuneration to senior management, to be adopted at the annual general meeting of the shareholders;
  • monitor and evaluate any programs pending or adopted during the year for variable compensation for senior management; and monitor and evaluate the application of the guidelines for remuneration adopted by the annual general meeting, as well as applicable remuneration structures and levels for the Company;
  • monitor and evaluate the application of the guidelines for remuneration adopted by the annual general meeting, as well as applicable remuneration structures and levels for the Company.

Meetings

General Meeting

Notice to Annual General Meeting in Hansa Biopharma AB (publ)

Hansa Biopharma AB (publ), Reg. No. 556734-5359, with registered office in Lund, summons to Annual General Meeting on Wednesday 22 Maj 2019 at 17.00 CEST at the auditorium next to the Company’s premises, Scheelevägen 22, Lund, Sweden. Registration will begin at 16.30 CEST and will end when the meeting starts.

Right to attend the Annual General Meeting

To have the right to participate in the Annual General Meeting, the shareholder must be included in the shareholders’ register kept by Euroclear Sweden AB as of 16 May 2019 and notify the company of his or her participation at the Annual General Meeting no later than 16 May 2019. Notice to participate shall be given in writing to Hansa Biopharma AB (publ), Box 785, 220 07 Lund or by e-mail to agm@hansabiopharma.com. The notification shall state the shareholder’s name, personal identity number or registration number, daytime telephone number and, where applicable, the number of advisors (maximum two).

A shareholder, whose shares have been registered in the name of a bank or other trust department or with a private securities broker, must temporarily re-register his or her shares in his or her own name with Euroclear Sweden AB to be entitled to participate in the Annual General Meeting. Such re-registration must have been completed no later than 16 May 2019 and should be requested with the nominee well in advance.

Notice of Annual General Meeting of Hansa Medical AB (publ)

Hansa Medical AB (publ) summons to Annual General Meeting on May 29, 2018 at 17.00 CEST at the auditorium next to the Company’s premises, Scheelevägen 22, Lund, Sweden.

The shareholders of Hansa Medical AB (publ) are hereby summoned to the Annual General Meeting on May 29, 2018, at 17.00 CEST at the auditorium next to the Company’s premises, Scheelevägen 22, Lund, Sweden. Registration will begin at 16.30 CEST and will end when the meeting starts.

Right to participate

To have the right to participate in the Annual General Meeting, the shareholder must be included in the shareholders’ register kept by Euroclear Sweden AB as of May 23, 2018, and notify the company of his or her participation at the Annual General Meeting no later than May 23, 2018. Notice to participate shall be given in writing to Hansa Medical AB, Hansa Medical AB (publ), Box 785, 220 07 Lund or by e-mail to hansamedical@vinge.se. The notification shall state the shareholder’s name, personal identity number or registration number, daytime telephone number and, where applicable, the number of advisors (maximum two).

A shareholder, whose shares have been registered in the name of a bank or other trust department or with a private securities broker, must temporarily re-register his or her shares in his or her own name with Euroclear Sweden AB to be entitled to participate in the Annual General Meeting. Such re- registration must have been completed no later than May 23, 2018 and should be requested with the nominee well in advance.

The shareholders of Hansa Medical AB (publ) are hereby summoned to attend the Annual General Meeting (“AGM”) on May 23rd, 2017, at 17.00 CET at the auditorium next to the Company’s premises, Scheelevägen 22, Lund, Sweden. Registration starts at 16.30 CET and will stop when the meeting starts.

Right to participate Those who have been recorded as shareholders in the share register kept by Euroclear Sweden AB as per May 17th, 2017, and who, no later than May 17th, 2017 at 12.00 CET, give notice to the company of their intent to participate at the AGM have a right to participate in the AGM. Notice to participate shall be given in writing to Hansa Medical AB, c/o Fredersen Advokatbyrå AB, Turning Torso, 211 15 Malmö, by e-mail to hansamedical@fredersen.se or by fax to +46-40-232003. The notice shall contain the shareholder’s name, personal identity number or registration number and daytime telephone number and, where applicable, the number of advisors (maximum two). After giving notice of participation the shareholder will receive a confirmation. If no confirmation is received, notice has not been duly given.

A shareholder whose shares are registered under the name of a nominee must temporarily register his shares in his own name with Euroclear Sweden AB to be entitled to participate in the AGM. Such registration must be in effect no later than May 17th, 2017 and should be requested with the nominee well in advance.

Notice of annual general meeting in Hansa Medical AB.pdf Shareholderproxyform.pdf The nomination committees explanatory statement to the Annual General Meeting 2017.pdf Auditors opinion.pdf Proposed guidelines for Remuneration to Senior Managment.pdf Remuneration committees evaluation of compensation to Senior Management.pdf

The shareholders of Hansa Medical AB (publ) are summoned to attend the Annual General Meeting (“AGM”) on May 11th, 2016, at 17.00 CET at the auditorium next to the Company’s premises, Scheelevägen 22, Lund, Sweden. Registration starts at 16.30 CET and will be possible until the meeting starts. Refreshments will be served after the meeting.

Those who have been recorded as shareholders in the share register kept by Euroclear Sweden AB as per May 4th, 2016, and who, no later than May 4th, 2016 at 12.00 CET, give notice to the company of their intent to participate at the AGM have a right to participate in the AGM. Notice to participate shall be given in writing to Hansa Medical AB, c/o Fredersen Advokatbyrå AB, Turning Torso, 211 15 Malmö, by e-mail to hansamedical@fredersen.se or by fax to +46-40-232003. The notice shall contain the shareholder’s name, personal identity number or registration number and daytime telephone number and, where applicable, the number of advisors (maximum two). After giving notice of participation the shareholder will receive a confirmation. If no confirmation is received, notice has not been duly given.

A shareholder whose shares are registered under the name of a nominee must temporarily register his/her shares in his/her own name with Euroclear Sweden AB to be entitled to participate in the AGM. Such registration must be in effect no later than May 4th, 2016 and should be requested with the nominee well in advance.

Notice of Annual General Meeting of Hansa Medical AB (publ) Hansa Medical Annual Report 2015 Shareholder Proxy Form Remuneration committees evaluation of compensation to senior management Proposed guidelines for remuneration to senior management Auditors opinion

Extraordinary General Meeting

The shareholders of Hansa Medical AB (publ) are summoned to attend the Extraordinary General Meeting on 29 October 2018, at 10.00 CET at Hansa Medical’s offices on Scheelevägen 22, Lund, Sweden.

Notice of Extraordinary General Meeting of Hansa Medical AB (publ) Proxyform.pdf

The shareholders of Hansa Medical AB (publ) are summoned to attend the Extraordinary General Meeting on 11 December 2018, at 10.00 CET at Elite Hotel Ideon, Scheelevägen 72, Lund, Sweden.

Notice of Extraordinary General Meeting of Hansa Medical AB (publ) Proxyform.pdf

Notice of Extraordinary General Meeting

The shareholders of Hansa Medical AB (publ) are summoned to attend the Extraordinary General Meeting on 22 December 2017, at 14:00 am CET at Hansa Medical’s offices on Scheelevägen 22, Lund, Sweden according to the following Notice with attachments:

Incentive Programs

As part of the corporate strategy and in order to retain and incentivize our employees, the Annual General Meetings of 2018, 2016 and 2015 resolved to adopt long-term incentive programs.

Long Term Incentive Program 2019

The Annual General Meeting resolved, in accordance with the Board of Directors’ proposal, to adopt a long term incentive program for employees in Hansa Biopharma (“LTIP 2019”), whereby not more than 45 individuals within the Hansa Biopharma group may participate. The participants in LTIP 2019 will receive so called performance based share awards free of charge which, provided that certain conditions are met, may give the right to receive ordinary shares in the Company. A maximum of 550,669 share awards may be allotted to participants under the program. The Annual General Meeting further resolved, in accordance with the Board of Directors’ proposal, to adopt certain hedging arrangements to ensure delivery of shares based on share awards to participants at the end of LTIP 2019, as well as to cover any social charges arising as a result of the program. The hedging arrangements include a share issue authorization for the Board of Directors to issue not more than 715,910 Class C shares, of which 165,211 may be issued to cover social security contributions, an authorization for the Board of Directors to repurchase the issued Class C shares and a resolution to transfer the re-purchased shares, after a conversion to ordinary shares, to participants of the program and in the market in order to cover the cash flow effects of social contributions.

Resolution to adopt a long term incentive program based on warrants and employee stock options for employees in Hansa Biopharma
The Annual General Meeting resolved, in accordance with the Board of Directors’ proposal, to adopt a long term incentive program for employees in Hansa Biopharma (“Option Program 2019”), whereby not more than 16 individuals within the Hansa Biopharma group may participate. The Option Program 2019 comprises two series. Series 1 consists of warrants that can be exercised after approximately 3 years, after which the holder is entitled to exercise the warrants to subscribe for ordinary shares during a period of one month. Series 2 consist of employee stock options that have a vesting period of 3 years, after which the holder is entitled to exercise the options for ordinary shares during a period of one month. A maximum of 384,812 warrants may be allotted to participants under the program. The Annual General Meeting further resolved, in accordance with the Board of Directors’ proposal, to issue not more than 53,841 warrants to cover the cash flow effects of social security contributions.

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Long Term Incentive Program 2018

The Annual General Meeting of Hansa Biopharma (formerly Hansa Medical) held on May 29, 2018 resolved, in accordance with the Board of Directors’ proposal, to adopt a long-term incentive Program for employees of Hansa Biopharma, whereby not more than 52 individuals within the Hansa Biopharma group may participate. The participants in the Program were given the opportunity to acquire warrants at market value and/or receive so called performance based share awards free of charge which, provided that certain conditions are met, may give the right to acquire shares in the Company.

A maximum of 491,419 warrants or 297,902 share awards may be allotted to participants under the Program. The Annual General Meeting further resolved, in accordance with the Board of Directors’ proposal, to adopt certain hedging arrangements to ensure delivery of shares based on share awards to participants at the end of the Program, as well as to cover any social charges arising as a result of the Program. The hedging arrangements include a share issue authorisation for the Board of Directors to issue not more than 391,503 Class C shares, of which 93,601 Class C shares will be issued to cover social security costs, an authorisation for the Board of Directors to repurchase the issued Class C shares and a resolution to transfer the re-purchased shares, after a conversion to ordinary shares, to participants of the Program and in the market in order to cover the cash flow effects of social charges.

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Long Term Incentive Program 2016

At the extraordinary general meeting in Hansa Medical, held on 21 November 2016, it was resolved to adopt a long-term incentive program in the form of a performance based share program for employees of the group (”LTIP 2016”). LTIP 2016 has been implemented to motivate and retain competent employees as well as for the alignment of the targets of the employees with those of the shareholders and the company, as well as to increase the motivation of meeting and exceeding the company’s financial targets.

Participants who, with certain exceptions, are employed by Hansa Medical during the entire program period of three years will, by the end of the period, receive so called performance shares, i.e. listed Hansa Medical shares, free of charge, provided that the total shareholder return (the return to shareholders through an increased share price and re investments of any dividends during the vesting period) on the company’s ordinary shares exceeds 25 percent (maximum allotment is obtained if the total shareholder return amounts to 100 percent) during the program period.

As of May 19 2017, 26 employees had chosen to participate in LTIP 2016, meaning that the total number of shares which may be allotted under LTIP 2016 will not exceed 289,750 ordinary shares. Together with a maximum of 96,000 ordinary shares which may be used to secure social charges arising as a result of LTIP 2016, this corresponds to in total 1.1 percent of the existing number of ordinary shares in Hansa Medical. The costs for LTIP 2016 are reported in accordance with IFRS 2. For further details, see the board of directors’ proposal to the general meeting.

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Remuneration Policy

Remuneration to Board of Directors

Fees are payable to the chairman of the Board of Directors and other directors pursuant to a resolution adapted by the annual general meeting.

The 2019 annual general meeting resolved that fees paid to directors for work during 2018 will be:

  • SEK 900,000 to the chairman of the Board of Directors
  • SEK 300,000 to each of the other directors
  • SEK 40,000 to the chairman and SEK 30,000 each to the other directors who are members of the Audit Committee
  • SEK 40,000 to the chairman and SEK 25,000 each to other directors who are members of the Remuneration Committee
  • SEK 25,000 each to directors who are members of the Scientific Committee, however no fee is payable to Angelica Loskog

There are no contracts regarding severance compensation or other benefits for the chairman of the Board of Directors or other directors.

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Remuneration to CEO

To the acting CEO, remuneration has been paid in the form of a fixed consultancy fee corresponding to base salary of SEK 510,000, but no pension. The current CEO has received a monthly base salary of SEK 317,000 and SEK 95,000 for pension remuneration.

The CEO is responsible for his pension provision, thus the Company has no direct pension cost for the CEO. In 2018 the remuneration paid to the current CEO was SEK 3,912,000 to the acting CEO SEK 1,772,000 and to the former CEO SEK 796,000

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Auditors & Their Compensation

KPMG, and Wilkins Kennedy Audit Service are providing audit services on behalf of Hansa Biopharma. The fee for auditing services were SEK 1,100,000 in 2018. Audit services refer to the legally required examination of the annual report and the book-keeping.

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Board of Directors Policy

The overall task of the board is to manage the affairs of the Company in the best possible manner on behalf of the shareholders. The board must continuously evaluate the Group’s operations, development and financial situation, as well as the operative management.

The board of directors decides upon, among other things: issues concerning the Group’s strategic focus and organization; business plans; financial plans and budget; significant agreements; major investments and commitments; and finance, disclosure, and risk management policies.

The board must also ensure that the Company prepares insider trading policies. The board works according to rules of procedure which are adopted annually and govern the frequency and agenda of board meetings, distribution of materials for meetings, and matters to be presented to the board for information or for a decision. Additionally, the rules of procedure govern how the board work is allocated among the board and its committees. The board has also adopted CEO instructions which govern the allocation of work among the board, the chairman, and the CEO, and which defines the CEO’s authority.

Pursuant to the Code, the board of directors is to evaluate its work annually, using a systematic and structured process, with the aim of developing the board’s working methods and efficiency.

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Evaluation of Board of Directors Work

Pursuant to the Code, the board of directors is to evaluate its work annually, using a systematic and structured process, with the aim of developing the board’s working methods and efficiency.

The evaluation was carried out by the chairman of the board at the end of 2018, interviewing the directors with questions about the work of the board of directors. The result of the responses has been verbally declared to the directors and the members of the nomination committee.

 

Management Share Transactions

Transaction Overview