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Corporate Governance

The Hansa Biopharma corporate governance model is set forth in the diagram below, which illustrates the central corporate bodies during 2021. Details on the significant external and internal regulations and policies that affect corporate governance are specified in the latest Annual Report.

Our Governance Structure

Governance Committees

Audit Committee

After the 2021 AGM, the Audit Committee consisted of Eva Nilsagård (CHAIR), Mats Blom, and Andreas Eggert. 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:

  • Assist the Board in overseeing the Company’s financial position, performance, and reporting;
  • With respect to the financial reporting, monitor the effectiveness of the Company’s internal control system, internal audit and risk management;
  • Keep itself informed of the audit of the annual accounts and consolidated 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; and
  • Take decisions regarding guidelines for services other than the auditing services which the external auditor can provide.

Nomination Committee

Hansa Biopharma’s Nomination Committee comprises of Laura Feinleib (temporary replacement for Natalie Berner and representing Redmile Group), Lotta Sjöberg (representing Handelsbanken Fonder), and Jannis Kitsakis (CHAIR and representing AP4). Ulf Wiinberg (chairman of the Board) is the convenor of the Nomination Committee.

The Nomination Committee’s responsibilities include preparing a proposal for the number of directors and persons to be elected as directors, including the chairman of the Board, and a proposal for remuneration to the chairman and the other board members, as well as a proposal for remuneration for the board members’ committee work. The Nomination Committee also proposes election of a chairman of the annual general meeting, and election of auditors including remuneration to the auditor. Finally, the Nomination Committee proposes principles for the Nomination Committee prior to the AGM 2023. The proposals will be published in connection with the notice to the 2022 AGM.

The Nomination Committee consists of representatives for the three largest, in terms of votes, registered shareholders per August 31, 2021.

Shareholders wishing to submit comments or proposals to the Nomination Committee may do so via e-mail to ir@hansabiopharma.com or by letter to Hansa Biopharma, Nomination Committee, Box 785, 220 07 Lund, Sweden.

Principles for appointing the Nomination Committee

Scientific Committee

After the 2021 AGM, the Scientific Committee consists of Anders Gersel Pedersen (CHAIR), Andreas Eggert, Ulf Wiinberg, and Hilary Malone.

The primary duties of the Scientific Committee are to:

  • Assist the Board 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 from time to time.

Remuneration Committee

After the 2021 AGM, the Remuneration Committee has consisted of Andreas Eggert (CHAIR), Ulf Wiinberg and Anders Gersel Pedersen. The Remuneration Committee is charged with performing the duties set forth in the Swedish Corporate Governance Code.

The primary duties of the Remuneration Committee are to:

  • Propose guidelines and principles for remuneration and other terms of employment of the Chief Executive Officer and senior executives;
  • Monitor and evaluate any programs pending or adopted during the year for variable remuneration for senior executives;
  • Monitor and evaluate the implementation of the guidelines for remuneration of senior executives adopted by the AGM, as well as applicable remuneration structures and levels for the Company; and
  • Oversee and administer the Company’s employee share option scheme or equity incentive plans in operation from time to time.

Guidelines for executive remuneration

U.S. Committee

The rules of procedure for the U.S. Committee were adopted by the Board at a meeting held on July 14, 2021. After the 2021 AGM, the U.S. Committee consists of Hilary Malone (CHAIR), and Ulf Wiinberg.

The primary duties of the U.S. Committee are to:

  • Discuss and provide input to significant issues and aspects related to the Company’s U.S. operations and environment, including R&D, regulatory and commercial aspects; and
  • Provide advice and proposals for resolutions, subject to final approval by the Board or the CEO, as the case may be, regarding matters related to the Company’s and the group’s U.S. operations and development.

Meetings

General Meeting

2022

Annual General Meeting 2022 in Hansa Biopharma AB (publ)

Hansa Biopharma AB (publ), Reg. No. 556734-5359, with registered office in Lund, Sweden, will hold its Annual General Meeting on Thursday June 30, 2022.

Information about the Annual General Meeting and the forms for its implementation will be provided in the notice convening the Annual General Meeting. Shareholders wishing to submit proposals ahead of the Annual General Meeting may do so at least seven weeks before the Annual General Meeting, via e-mail to ir@hansabiopharma.com or by letter to Hansa Biopharma, Box 785, SE-220 07 Lund, Sweden.

2021

Annual General Meeting 2021 in Hansa Biopharma AB (publ)

Hansa Biopharma AB (publ), Reg. No. 556734-5359, with registered office in Lund, Sweden, will hold its Annual General Meeting on Wednesday May 12, 2021.

Information about the Annual General Meeting and the forms for its implementation will be provided in the notice convening the Annual General Meeting. Shareholders wishing to submit proposals ahead of the Annual General Meeting may do so at least seven weeks before the Annual General Meeting, via e-mail to ir@hansabiopharma.com or by letter to Hansa Biopharma, Box 785, SE-220 07 Lund, Sweden.

Notice to the Annual General Meeting 2021

Notification of attendance and form for advance voting

The Nomination Committee of Hansa Biopharma AB (publ)’s explanatory statement to the Annual General Meeting 2021

Proxy form

The Board of Directors’ statement under Chapter 19, Section 22 of the Swedish Companies Act

The Board of Directors’ proposal regarding guidelines for executive remuneration

Auditor’s opinion under Chapter 8 Section 54 of the Swedish Companies Act (2005:551) as to whether the guidelines of the annual general meeting on the remuneration of senior executives have been followed

Remuneration Report 2020

2020

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 Tuesday June 23, 2020 at 15:00 CEST at the Elite Hotel Ideon, Scheelevägen 27, SE-223 63 Lund, Sweden. Registration will begin at 14:00 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 June 16, 2020 and notify the company of his or her participation at the Annual General Meeting no later than June 16, 2020. Notice to participate shall be given in writing to Advokatfirman Vinge KB, Att: Stephanie Stiernstedt, Box 1703, 111 87 Stockholm or by e-mail to hansabiopharma@vinge.se. The notification shall state the shareholder’s name, personal identity number or registration number, 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 be completed no later than June 16, 2020 and should be requested with the nominee well in advance.

The Board of Directors' proposal for new articles of association

The Board of Directors’ proposal to adopt a long-term incentive program based on employee stock options for employees at Hansa Biopharma

The Board of Directors’ proposal to adopt a long-term incentive program based on performance-based share rights for employees at Hansa Biopharma

The Board of Directors’ statement under Chapter 19, Section 22 of the Swedish Companies Act

The Nomination Committee of Hansa Biopharma AB (publ)’s explanatory statement to the Annual General Meeting 2020

Auditor’s opinion under Chapter 8 Section 54 of the Swedish Companies Act (2005:551) as to whether the guidelines of the annual general meeting on the remuneration of senior executives have been followed

Notification of attendance and form for advance voting

Proxy form

Report by the Board of Directors of Hansa Biopharma AB (publ), on the Remuneration Committee’s evaluation of compensation to the Executive Management

The Board of Director’s proposal for executive remuneration

Notice (press release)

Minutes from the AGM

2019

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.

Read the full notice to Annual General Meeting

The Nomination Committee of Hansa Biopharma AB (publ) explanatory statement to the Annual General Meeting 2019

Shareholders proxy form AGM 2019

Hansa Biopharma AB (publ) Annual Report 2018

The Board of Directors’ proposal to adopt a long term incentive programme based on warrants and employee stock options for employees in Hansa Biopharma

The Board of Directors’ proposal to adopt a long term incentive programme based on performance based share rights for employees in Hansa Biopharma

The board of directors’ statement under Chapter 19, Section 22 of the Swedish Companies Act

Terms and Conditions for the Option Programme 2019 in Hansa Biopharma AB (publ) in Series 1

Terms and Conditions for the Option Programme 2019 in Hansa Biopharma AB (publ) in Series 2

Report by the Board of Directors of Hansa Biopharma AB (publ), on the Remuneration Committee’s evaluation of compensation to the Executive Management

Auditor’s opinion under Chapter 8 Section 54 of the Swedish Companies Act (2005:551) as to whether the guidelines of the annual general meeting on the remuneration of senior executives have been followed

Bulletin from the Annual General Meeting in Hansa Biopharma AB (publ) 2019

Minutes from the Annual General Meeting 2019

2018

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 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 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.

Read the full notice to Annual General Meeting

Auditors opinon

Hansa Medicals Annual report 2017

Remuneration committees evaluation of compensation to Senior Management

Shareholders proxy form AGM 2018

The board of directors’ statement under Chapter 19

The nomination committees explanatory statement to the Annual General Meeting 2018

The Board of Directors’ proposal to adopt a long term incentive programme

Terms and Conditions for Warrants 2018

2017-2008

2017

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 attend the Annual General Meeting

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

2016

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.

Right to attend the Annual General 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

2015

2014

2013

2012

2011

2010

2009

2008

Extraordinary General Meeting

2018

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

2017

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:

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

The board of directors’ of Hansa Medical AB (publ) proposed resolution for approval of the board of directors resolution on a directed issue of ordinary shares

The board of directors’ report in accordance with Chapter 13, Section 6 of the Swedish Companies Act

Proxy form

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 adopted by the AGM.

Directors’ fees were set at the 2021 AGM for a period up to and including the next AGM. The fees for the Board’s work in 2021 were set as follows.

  • SEK 900,000 to the Chairman of the Board of Directors
  • SEK 300,000 to each of the other directors
  • SEK 150,000 is paid to the chair and SEK 75,000 is paid to each other board member in the Audit Committee
  • SEK 40,000 is paid to the chair and SEK 25,000 is paid to each other board member in the Remuneration Committee
  • SEK 25,000 is paid to each board member in the Scientific Committee.
  • USD 20,000 is paid to the chair of the U.S Committee.

No remuneration other than the abovementioned fees have been paid to the Board except for travel cost reimbursements. The board members are not entitled to any share-based compensation.

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Remuneration to CEO

In 2021, the CEO received a total of KSEK 10,582 in salaries, bonuses and other benefits.

If notice of termination of employment is made by the Company, the notice period may not exceed six months. Fixed cash salary during the period of notice and any severance pay may together not exceed an amount equivalent to the fixed cash salary for 18 months for the CEO, i.e. 6 plus 12 months.

The CEO is responsible for his pension provision, thus the Company has no direct pension cost for the CEO.

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Auditors & Their Compensation

KPMG and Azets Audit Services are providing audit services on behalf of Hansa Biopharma. The fee for auditing services for the Group were SEK 9,960,000 in 2021. 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 Swedish Corporate Governance 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.

Evaluation of Board of Directors Work

Pursuant to the Swedish Corporate Governance Code, the Board 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 has been carried out by the Chairman of the Board and by an independent evaluation company, in the end of 2021, interviewing the directors with questions about the work of the Board. The result of the responses has been verbally declared to the directors and the members of the Nomination Committee.

Management Share Transactions

Transaction Overview