Corporate governance

Annual General Meeting 2012

Annual General Meeting, 4:00 p.m., was held at Ingenjörshuset Citykonferensen, Malmskillnadsgatan 46, Stockholm.

Press release from AGM 2012 (PDF)

AGM 2011 and 2010

Press release from AGM 2011 (PDF)

Press releas from AGM 2010 (PDF)

Swedish code of Corporate Governance

Since 1 July 2008, BioGaia complies with the Swedish code of corporate governance.

Corporate governance report 2010 (PDF)

Corporate governance report 2009 (PDF)

Corporate governance report 2008 (PDF) 

Board of Directors

According to BioGaia’s Articles of Association, the Board shall consist of at least five and at most eight members with no more than three deputies. The Board is elected yearly by the AGM to serve for the period until the end of the following AGM. In 2011 the Board consisted of seven members elected by the AGM, with no deputies. One Board member, Jan Annwall, has been a member of the Board since 1990 and is a major shareholder in the company. Jan Annwall was previously employed by the company as CFO and Executive Vice President, but retired on 1 April 2010. However, Jan Annwall works to a limited extent as a consultant to the company. The six remaining members are independent in relation to both the company and its management. A presentation of the Board is provided under "the Board".

BioGaia’s independent legal counsel has been appointed to serve as Secretary at Board meetings. The President is not a member of the Board but is co-opted to attend all Board meetings. Other executives in the company take part in Board meetings in order to present reports. The Board has adopted rules of procedure that include instructions for the division of responsibilities between the Board and the President and the structure of Board activities during the year. Furthermore, the Board has adopted instructions for the President, authorisation instructions including instructions for liquidity management and a policy for foreign exchange management. The rules of procedure, President’s instructions and authorisation instructions are reviewed at least once a year.

The Board decides on matters related to the Group’s overall strategy, organisation and management. The Board approves both interim reports and the annual report before these are published. The Board held nine minuted meetings and one strategy seminar in 2011. At these meetings the Board has discussed budgetary matters, business plans, financial accounts, investments, financial reports and major agreements. At the strategy seminar, the Board dealt mainly with issues concerning R&D, product development, brand building and related matters. During the year, Inger Holmström was absent from one meeting.

The Board of Directors continuously evaluates its own performance through both open discussions and a written evaluation. The results of the written evaluation are submitted to the Nominating Committee.

BioGaia's incentive scheme for the employees

The Annual General Meeting of BioGaia AB on 8 May 2012 voted to approve the incentive scheme in accordance with the Boards proposal (please see below)

The Board of Directors proposes that the AGM approve the implementation of an incentive scheme for the employees and as part of the incentive scheme a decision on the issue of not more than 200,000 subscription warrants. Each warrant shall entitle the holder to subscribe for one class B share in BioGaia AB (publ). The warrants can be exercised to subscribe for shares on 1 June 2015 at an exercise price equal to 150% of the volume-weighted average price during the ten business days after the Annual General Meeting according to the quoted bid prices on NASDAQ OMX Stockholm’s price list for class B shares in the company. The right to subscribe for subscription warrants, free of charge and with deviation from the shareholders’ pre-emptive rights, shall be assigned to the wholly owned subsidiary TriPac AB for further transfer to employees in the BioGaia Group according to more detailed instructions from the Board of the company. The warrants shall be transferred at a market price calculated according to the Black & Scholes formula. If all 200,000 warrants are exercised for subscription to shares, the company’s share capital will be increased by SEK 200,000, equal to a dilutive effect of around 1.14% on the share capital and approximately 0.8 % on the total number of votes. The reason for deviation from the shareholders’ pre-emptive rights is to create a sense of participation for the employees and ensure that they share the goal to achieve profitable growth for the company. Furthermore, the intention is to motivate the employees to remain employed in the Group and in special cases to be used for purposes of recruitment.

In order to achieve a high level of participation among those who are entitled to subscribe, the company will pay a subsidy of SEK 10 per warrant to the employees who subscribe for warrants. This subsidy will be paid after the end of the term of the warrants on the condition that (i) the warrant holder remains employed in the BioGaia Group on this date, and that (ii) the warrant holder has not exercised the subscription warrant. The subsidy will be regulated in a separate agreement between the company and the respective warrant holder.