Corporate Governance

AddLife´s Board of Directors

From the left: Chairman Johan Sjö, Birgit Stattin Norinder, Stefan Hedelius, Eva Nilsagård, Andreas Göthberg, Håkan Roos.

According to AddLife’s Articles of Association, the Board of Directors must consist of four to six members. Members are elected annually at the AGM for the period extending until the end of the next AGM. There is no limitation on how long a member may serve on the Board of Directors. 

Responsibility and work of the Board of Directors

The duties of the Board of Directors are set forth in the Swedish Companies Act, AddLife’s Articles of Association and the Code. In addition to this, the work of the Board of Directors is guided by the Rules of Procedure for the Board of Directors, which is adopted by the Board of Directors. The Board of Directors has adopted written rules of procedure governing its work and internal division of labour, including its committees, decision-making procedures within the Board, the Board’s meeting procedure and the Chairman’s duties. The Board of Directors has also issued instructions for the CEO and instructions for financial reporting to the Board. In addition, the Board has adopted a number of policies for the Group’s operations such as the Financial Policy, Communications Policy and Code of Conduct. The Board supervises the work of the CEO through ongoing monitoring of operations over the year and is responsible for the organisation, management and guidelines of the management of the Company’s affairs being suitably designed and for the Company maintaining good internal control and effective systems for the monitoring and control of the Company’s operations, as well as compliance with the legislation and regulations applicable to the Company’s operations. The Board of Directors is also responsible for establishing, developing and monitoring the Company’s targets and strategies, decisions on acquisitions and divestments of operations, major investments and appointments and remuneration to Group Management. The Board of Directors and the CEO present the annual accounts to the Annual General Meeting.

An annual evaluation of the work of the Board of Directors shall be performed under the leadership of the Chairman of the Board and the Nomination Committee shall be informed of the outcome of the evaluation. The Board of Directors shall continuously evaluate the work of the CEO. This matter shall be addressed individually each year with no member of Company management being in attendance. Moreover, the Board of Directors shall evaluate and assess any significant appointments which the CEO may have outside of the Company. Under the leadership of the Chairman of the Board, the annual evaluation of the work of the Board was carried out in November 2020, and the Nomination Committee was informed of the outcome of the evaluation.

Johan Sjö

Chairman of the Board since 2015

Born in: 1967
Education: M.Sc. Econ
Professional experience: Chief Executive Officer of Addtech AB, senior management at Bergman & Beving AB and Alfred Berg ABN AMRO
Other appointments: Chairman of the Board of Bergman & Beving AB and OptiGroup AB. Director for Addtech AB, Camfil AB and M2 Asset Management AB
Independent in relation to AddLife and its senior management: Yes
Independent in relation to major shareholders: Yes
Holdings of shares in AddLife: 14,400 Class A shares and 123,398 Class B shares

Andreas Göthberg

Board member since 2018

Born in: 1967
Education: M.Sc. Econ
Professional experience: Chief Executive Officer of Akademikliniken, and previously Chief Executive Officer for Memira Holding AB, Menigo Foodservice AB, Onemed Lab Sweden AB and SATS Group
Independent in relation to AddLife and its senior management: Yes
Independent in relation to major shareholders: Yes
Holdings of shares in AddLife: –

Stefan Hedelius

Board member since 2015

Born: 1969
Education: University studies in finance, various international executive education programmes
Professional experience: Chief Executive Officer of Human Care HC AB, Chief Executive Officer of NOTE AB and senior positions within Scandinavian Airlines (SAS) and Ericsson
Other appointments: Chairman of the board of Momentum Group AB
Independent in relation to AddLife and its senior management: Yes
Independent in relation to major shareholders: No
Holdings of shares in AddLife: 24,964 Class A shares and 4,568 Class B shares

 
Eva Nilsagård

Board member since 2015

Born in: 1964
Education: M.Sc. Econ
Professional experience: CFO Plastal and Vitrolife AB. Senior positions at the Volvo Group, the AstraZeneca Group and SKF
Other appointments: Chairman of the Board for Spermosens AB. Director for Bufab AB (publ), Irras AB (publ), Hansa Biopharma AB, Xbrane Biopharma AB and Aktiebolaget Svensk Exportkredit
Independent in relation to AddLife and its senior management: Yes
Independent in relation to major shareholders: Yes
Holdings of shares in AddLife: 8,568 Class B shares

Birgit Stattin Norinder

Board member since 2015

Born in: 1948
Education: MPharm
Professional experience: Chief Executive Officer of Prolifix Ltd, Senior Vice President Worldwide Product Development at Pharmacia & Upjohn, Ltd. Leading positions in eg Glaxo and the Astra Group as well as the chairman and board member
of several international Biotech companies
Other appointments: Member of the board of Hansa Medical AB and Jettesta AB
Independent in relation to AddLife and its senior management: Yes
Independent in relation to major shareholders: Yes
Holdings of shares in AddLife: 9,136 Class B shares (including related party holdings)

Håkan Roos

Board member since 2015

Born in: 1955
Education: M.Sc. Econ
Professional experience: Previously Chief Executive Officer of Hallbergs Guld AB and Procurator AB
Other appointments: Chairman of the Board of RoosGruppen AB and Gadelius Japan. Member of the board of OptiGroup AB and Sandå Sverige AB
Independent in relation to AddLife and its senior management: Yes
Independent in relation to major shareholders: No
Holdings of shares in AddLife: 2,156,572 Class A shares and 3,893,759 Class B shares

Information regarding shareholdings as of February 28, 2021. 

 
The Board of Directors’ Rules of Procedure

The Rules of Procedure for the Board of Directors shall annually be evaluated, updated and adopted. If the Board establishes any internal committees, the Board’s rules of procedure shall specify the duties and decision-making powers delegated to committees by the Board and how the committees are to report to the Board.

The Board of Directors shall hold regular meetings in accordance with a program specified in the Rules of Procedures and such program shall include predetermined decision points and other points if necessary. During the financial year, the Board of Directors held 10 minuted meetings, 5 of which were held before the 2020 AGM and 5 after the AGM. The Board members’ attendance is shown in the above table.

At its regular meetings, the Board of Directors addressed the predetermined points on the table at each Board meeting in accordance with the Board’s rules (such as the CEO’s report on operations, financial reporting, investments and projects).

Remuneration Committee

Provisions for the establishment of a Remunerations Committee are included in the Code. The Company applies the Code and, as a result, AddLife’s Board of Directors has established a Remu- nerations Committee.

The Board has appointed a Remunerations Committee consisting of Johan Sjö (chairman) and Håkan Roos. The Remu- nerations Committee has prepared a proposal for principles for remuneration to senior executives. The proposal has been discussed by the Board of Directors and will be presented to the Annual General Meeting for resolution. Based on the decision of the Annual General Meeting, the Board then determines the remuneration of the CEO. The CEO shall not be involved in discussions of her own remuneration. The Remunerations Committee sets the remuneration of other members of Group management based on proposals from the CEO. The Board of Directors shall be informed of the Remuneration Committee’s decision. The Remuneration Committee then has the task of monitoring and evaluating application of the guidelines for remuneration to senior management as decided by the Annual General Meeting. The Committee shall also monitor and evalu- ate programs of variable remuneration to the Group Manage- ment in progress and those completed during the year.

The Remunerations Committee held one meeting during the financial year. All Committee members were present at the meeting.

Audit committee

Provisions for the establishment of an Audit Committee are included in the Companies Act and the Code. The Company applies the Code and, as a result, AddLife’s Board of Directors has established an Audit Committee consisting of all of the Board members. The Committee’s work shall be conducted as an integral part of the Board of Directors’ regular meetings. Eva Nilsagård is the appointed chairman of the Audit Committee.

Johan Sjö, Birgit Stattin Norinder, Andreas Göthberg and Eva Nilsagård are independent in relation to the Company and Group Management as well as in relation to the Company’s major shareholders, and Johan Sjö, Birgit Stattin Norinder and Eva Nilsagård are skilled in accounting or auditing. Without impacting the Board of Directors’ responsibilities and tasks in general, the Audit Committee shall monitor the Company’s financial reporting, monitor the effectiveness of the Company’s internal control and risk management with respect to financial reporting, keep informed about the audit of the financial statements, review and monitor the auditor’s impartiality and independence and pay special attention to whether the auditors provide the Company with services other than auditing services, and assist in the preparation of proposals for the Annual General Meeting for the election of auditors. In connection with the meeting at which the Board of Directors adopts the annual financial statements, the Board shall receive a report from the Company’s external auditors and be briefed on this. The Board of Directors shall on such occasion also have a briefing with the auditors without the presence of the CEO or any other member of the Company Management.

The Audit Committee has had four meetings in 2020 in connection with publication of the interim reports. In addition, AddLife’s risk matrix was discussed and the Company's external auditors reported on the interim review.

In connection with the adoption of the annual accounts for 2020 at the Board meeting in February 2021, the Board received a review and a report from the Company’s external auditors.

Remuneration to the Board of Directors

Fees to the Chairman and directors shall be resolved on by the General Meeting. In accordance with a decision by the Annual General Meeting on 7 May 2020, the full-year fees to each of the elected Board members amounts to SEK 275,000, and SEK 575,000 to the Chairman. The chairman of the Audit Committee is paid a fee of SEK 50,000 for the full year. In accordance with the decision, the total full-year fees payable amount to SEK 2,000,000.