Work of the Board of Directors

The Board’s task and responsibilities

The Board of Directors is BioArctic’s second highest decision-making body after the AGM. The Board has overall responsibility for the company’s organization and the administration of BioArctic’s operations, as well as for working to create long-term value for the shareholders and other stakeholders. Together with company management, the Board is responsible for the overall strategy as well as the company’s financing and financial position, and works to ensure the company has proper risk management and internal control.

Board tasks and Board evaluation

The work and tasks of the Board are governed by the Companies Act, BioArctic’s Articles of Association and the Board of Directors’ rules of procedure, which is revised annually and adopted at the inaugural Board meeting every year. The rules of procedure govern such aspects as Board functions, work tasks, the decision-making procedure within the company, the Board’s meeting agenda, the Chairman’s duties and the allocation of responsibilities between the Board and the CEO. The Board also establishes instructions for the Board’s committees and the CEO.

The tasks of the Board are to continually monitor strategic orientation and financial performance as well as the company’s routines, procedures and controls in order to maintain effectively functioning operations. The Board’s tasks also include promoting good quality in financial reporting and internal control as well as evaluating established guidelines for senior executives. The Board is also responsible for continually evaluating the CEO of the company and acquainting itself with the annual audit conducted by Grant Thornton Sweden AB with Mia Rutenius as auditor in charge.

The Chairman, who is selected by the AGM, has the extra responsibility of governing and managing the work of the Board and of ensuring that the Board’s work is properly organized and efficiently carried out, and that the Board fulfills its commitments in accordance with the Companies Act and the Board’s rules of procedure. The Chairman shall also consult with the CEO on strategic matters and verify that the Board’s decisions are implemented in an effective manner. The Chairman is responsible for contacts with the shareholders in ownership matters and for communicating the views of the owners to the Board. The Chairman is also responsible for
conducting a Board evaluation in which all Board members evaluate their work over the preceding year. This evaluation also includes the work of the Audit, Remuneration, and Research Committees. The Board evaluation is presented to the Nomination Committee.

The Chairman plans the Board meetings together with the CEO of the company. The Board meets according to a meeting schedule that is established yearly. At each regular Board meeting, an update on the operations and a financial follow-up is given. These reports are compiled by the CEO and the CFO. During 2019, matters relating to the company’s strategy, project portfolio, current and potential partners, organization and competence requirements were also discussed. The company’s auditor participated in the meeting concerning the annual accounts, two Audit Committee meetings and the Board meeting concerning the company’s internal control. In this manner, the Board and the auditor had the opportunity to discuss operations, accounting issues and audit work.