Remuneration to the board of directors
Fees and other remuneration to the Board members are determined at the AGM. At the AGM on May 5, 2022, it was resolved that the total fees to Board members, including committee work, would remain unchanged at SEK 2,660,000 and allocated as follows:
- Fees to Chairman of the Board Wenche Rolfsen totaling SEK 750,000 and fees to Deputy Chairman Ivar Verner totaling SEK 300,000
- For regular Board members not employed by the company (i.e. five members excluding Lars Lannfelt) fees totaling SEK 250,000 each
- Fees in the Audit Committee totaling SEK 100,000 to the Chairman and SEK 60,000 to the other non-executive committee members
- Fees in the Remuneration Committee totaling SEK 60,000 to the Chairman and SEK 40,000 to the other non-executive committee members
- No fees are paid to the Research Committee
For the financial year 2021 the board members received remuneration as set out in the table below. All amounts in kSEK.
| Name | Elected | Independent in relation to company and management |
Independent in relation to major shareholders |
Audit Committee | Renumeration Committee | Board of Directors | Audit Commitee | Renumeration Committee |
| Wenche Rolfsen | 2016 | Yes | Yes | – | Yes1 | 16/16 | – | 3/5 |
| Ivar Verner | 2010 | Yes | Yes | Yes | – | 16/16 | 4/4 | – |
| Håkan Englund | 2020 | Yes | Yes | – | – | 16/16 | – | – |
| Pär Gellerfors | 2003 | Yes | No | – | Yes2 | 15/16 | – | 2/5 |
| Lars Lannfelt | 2003 | No | No | – | – | 15/16 | – | – |
| Lotta Ljungqvist | 2021 | Yes | Yes | – | Yes3 | 15/16 | – | 5/5 |
| Mikael Smedeby | 2018 | Yes | Yes | Yes | – | 16/16 | 4/4 | – |
| Eugen Steiner | 2017 | Yes | Yes | Yes | Yes | 16/16 | 4/4 | 5/5 |
| 1) Resigned from the Committee on August 31, 2022. 2) Succeeded Lotta Ljungqvist as a member on August 31, 2022. 3) Succeeded Wenche Rolfsen as Chairman on August 31, 2022. |
||||||||
Remuneration to the CEO and senior management
Senior management refers to the CEO and the management group, which consists of ten persons in total. The purpose of the guidelines concerning remuneration to senior executives is to provide BioArctic with the conditions for attracting, motivating and retaining competent managers. Remuneration is to be market-based and competitive and should reflect the performance and responsibilities of the individual as well as BioArctic’s financial performance. At the same time, the remuneration should be in line with shareholder interests. Remuneration is to consist of fixed and variable salary, the customary employment benefits and market-based pension.
For the fiscal year 2021 the CEO and senior executives received remuneration as set out in the table below. All amounts in kSEK.
| Name |
Fixed salary/fees |
Variable remuneration | Pension | Share-based remuneration |
Total |
|---|---|---|---|---|---|
| CEO Gunilla Osswald |
3, 182 |
891 | 1,059 | 277 |
5,409 |
| Other senior executives (9 persons)1,2 |
12, 457 |
1,694 | 2,584 | 443 |
17, 178 |
| Total remuneration and other benefits |
20, 206 |
2,584 | 4,250 | 720 |
27,760 |
| 1) Lars Lannfelt is active in BioArctic and employed at 100% of full-time service. Lars is part of the management team but is reported in the Board of Directors only in the table above so as not to be double-counted. 2) This amount includes invoiced fees of kSEK 1,915 |
|||||
CEO Gunilla Osswald received remuneration of kSEK 3,182 as fixed annual salary and an additional 35 percent in pension provisions. The CEO is covered by the rewards program covering all employees; see below. In 2021, the CEO had variable remuneration of up to 35 percent of annual salary. Between BioArctic and the CEO, there is a notice period of 12 months by BioArctic and 6 months by the CEO. Upon termination by BioArctic, there is no work obligation during the notice period, but the CEO shall be available to BioArctic as needed.
Company management comprises eleven ordinary mem bers. Senior executives except the CEO receive normal market remuneration and individually negotiated premiums for service pension or alternately premiums under the terms of BioArctic’s pension plan. All other employees receive market salaries, and premiums are allocated to the occupational pension in accordance with the terms of the BioArctic’s pension plan. All employees have a contractual mutual notice period of three months or alternately in accordance with the Employment Protection Act. Severance pay is not applied. For non-executive Board members, fees have been paid pursuant to the resolutions of the Annual General Meeting.
BioArctic has two rewards programs covering all permanent employees. One condition for receiving variable remuneration is that the employee has been employed for more than six months at the time when the goal that forms the basis for payment of variable remuneration is reached. The goals are linked to mile stones achieved under the clinical research program for drug candidates Lecanemab back-up for Alzheimer’s disease and ABBV-0805 for Parkinson’s disease. The potential variable remuneration to the employee amounts to one month’s salary per milestone. The variable remuneration is not pensionable. For 2021, in addition to variable remuneration to the CEO, the other senior execu tives have the possibility of variable remuneration amounting to 20 to 25 percent of their annual salaries.
Incentive programs
BioArctic has a long-term incentive program (the 2019/2028 program) in the form of an employee stock option program intended for BioArctic’s senior executives, researchers and other staff. The program has a vesting period of 3–5 years. The purpose of the incentive program is to encourage broad share ownership among BioArctic’s employees, facilitate recruitment, retain skilled employees and increase employee motivation and fulfillment of targets. The program, which is intended for 49 employees in total, includes a total of 1,000,000 warrants. Of these, 580,000 warrants have been awarded. To facilitate the delivery of shares under the program, the 2019 AGM resolved on a private placement of 1,000,000 warrants. If the maximum number (i.e. 1,000,000 warrants) are utilized, the dilution will total 1.1 percent of the share capital and 0.5 percent of the voting rights in BioArctic. The vesting period or alternatively the time from entering into the agreement until a share is acquired must not be less than three years.