Composition of the board of directors

According to BioArctic’s articles of association the board shall consist of no less than three and no more than eight members with no deputies. The members are normally elected at the annual general meeting for the time up until the next annual general meeting, but additional board members can be elected during the year at an extraordinary general meeting.

The board consists of six ordinary members: Wenche Rolfsen (chairman), Ivar Verner (deputy chairman), Hans Ekelund, Pär Gellerfors, Lars Lannfelt and Eugen Steiner. All board members are elected for the period until the end of the next annual general meeting (AGM), which will be held in the first half of 2018. However, each of the board members can at any time withdraw from their assignment.

According to the Code, the majority of the board members elected by the general meeting shall be independent of the Company and its management. At least two of the members that are independent to the Company and its management shall also be independent to the Company’s major shareholders. In addition, no more than one board member may work in the Company’s management or in the management of the Company’s subsidiaries.

The board has determined that Wenche Rolfsen, Ivar Verner, Hans Ekelund and Eugen Steiner are independent to the Company and its management as well as to major shareholders. The composition of the board thus meets the Code’s requirements for independence.

The board members, their position, when they were initially elected and whether or not they are considered to be independent in relation to the Company and its management and in relation to major shareholders is described in the table below.

Name Position Board member since Independent in relation to Holdings in BioArctic (1)
The Company and its management Major shareholders SH CO
Wenche Rolfsen Chairman 2016
(chairman 2017)
Yes Yes 19,200
B-shares
1,818 (2)
Ivar Verner Board member and vice chairman 2010
(deputy chairman 2017)
Yes Yes 72,500
B-shares
1,818 (2)
Hans Ekelund Board member 2014 Yes Yes 42,500
B-shares
1,818 (2)
Pär Gellerfors Board member 2003 No No 5,759,998
A-shares
18,026,393
B-shares
Lars Lannfelt Board member 2006 (deputy 2003-2006) No No 8,639,998
A-shares
27,038,088
B-shares
Eugen Steiner Board member 2017 Yes Yes 40,000
B-shares
1,818
(1)    Refers to shares (“SH”) and call options (“CO”) held in their own name as well as by affiliated natural and legal persons.
(2)    The options entitle to subscription of 27,270 B-shares in the Company.