Corporate governance refers to the regulations and the structure established to effectively and controlled manage and lead the operations of a limited company. Ultimately, corporate governance aims to satisfy shareholders’ demands for returns and all stakeholders’ needs for information about the company and its development. Management and control of EQL Pharma is distributed between the shareholders at the Annual General Meeting, the Board and the Managing Director in accordance with the Swedish Companies Act and articles of association.
Corporate Governance
EQL Pharma has a Corporate Governance system that serves to control and lead the business in a controlled manner.
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Management
Board
Auditor
Maria Ekelund
Deloitte AB
Nomination Committee
Main principles shall apply for the composition of the Nomination Committee:
The Chairman of the Board shall, as soon as registered shareholders of the company is known per December 31, contact the three with the most voting power according to the company’s shareholder’s registry and ask them to provide one member each for the Nomination Committee. If one such shareholder doesn’t wish to provide a member, the next shareholder in voting power is asked until all three seats are taken. The thus chosen members will make up the Nomination Committee. The Chairman of the Board will gather, but not be part of, the Nomination Committee, however the Committee might choose to adjunct the Chairman to help in the nomination preparations. The Nomination Committee shall thereafter choose a chairman for the Committee from amongst its members. The names of the members of the Nomination Committee shall be published by the company six months prior to the General Annual Meeting at the latest.
If a shareholder, that have a chosen member on the Nomination Committee and before the work of the Committee has finished, would get a lower ranking among the shareholders with the most voting power. The member that that shareholder has provided can, at the decision of the Committee, be replaced by a new member as provided by the shareholder with, at that point, larger voting power that are not already represented in the Committee. If one of the Committee’s members, before the Committee’s task is complete, choose to retire from the Committee or otherwise stop being a representative of the nominating shareholder, then a new member can be appointed by this shareholder if the shareholder so wishes.
The thus appointed Nomination Committee will be active until the next Nomination Committee has been appointed. The members of the Nomination Committee will receive no compensation for their work in the Committee. The company will, as needed, reimburse the Committee for costs that has been deeemed neccessary by the Committee for it to fulfill its tasks. The Nomination Committee can also adjunct members to the Committee if it deems it prudent; the adjuncted member will not, however, have any voting power in the Committee.
Before the 2023 AGM, the nomination committee consists of Christer Fåhraeus (appointed by Fårö Capital AB), Rajiv I Modi (appointed by Cadila Pharmaceuticals Ltd.) and Sten Irwe. Shareholders who wish to submit proposals to the nomination committee are invited to send an e-mail to info@eqlpharma.com.
General Meetings
Articles of Association
Articles of Association EQL Pharma AB (publ) Org.nr. 556713-3425
§1 Company name
The company name is EQL Pharma AB. The company is a public company (publ).
§2 Seat of the Board
The Board shall have its seat in Lund municipality.
§ 3 Activities
The limited company’s operations shall be to manufacture, develop, trade in medical, diagnostic, pharmaceutical and chemical-technical products, acquire and grant licenses and agencies for such products and activities compatible therewith. The company must also engage in financial activities, except for activities referred to in the Banking Act or the Credit Market Companies Act.
§ 4 Share Capital
The share capital shall amount to a minimum of SEK 534,897 and a maximum of SEK 2,139,588.
§ 5 Number of Shares
The number of shares shall be a minimum of 11,886,600 and a maximum of 47,564,600.
§ 6 Board
The Board shall consist of a minimum of three and a maximum of eight Board members.
§ 7 Auditor
For review of the company’s annual report and the administration of the Board and the Managing Director, two auditors, with or without deputies, are appointed or a registered auditing company.
§ 8 Notice of Annual General Meeting
Notice of a General Meeting shall always be given by advertising in Post-och Inrikes Tidningar and on the company’s website. That a summons has been issued shall be announced in Svenska Dagbladet. If the publication of Svenska Dagbladet were to cease, the advertising would instead take place through Dagens Industri.
§ 9 Registration for the meeting
Shareholders who have registered with the company no later than the date specified in the notice convening the meeting have the right to participate in the meeting. This day may not be Sunday, another public holiday, Saturday, Midsummer’s Eve, Christ-mas Eve or New Year’s Eve and may not fall earlier than the fifth weekday before the meeting. If shareholders intend to bring assistants, the number of assistants must be stated in the notification.
§ 10 Annual General Meeting
The Annual General Meeting shall be held annually within six (6) months after the end of the financial year. The following matters shall be discussed at the Annual General Meeting:
- Election of chairman at the meeting.
- Establishment and approval of the ballot paper.
- Approval of the agenda.
- Election of one or two adjusters.
- Examination of whether the meeting has been duly convened.
- Presentation of the annual report and auditor’s report as well as any case consolidated accounts and consolidated auditor’s report.
- Decide on
- approval of the income statement and balance sheet and, where applicable, the consolidated income statement and consolidated balance sheet;
- on dispositions regarding the company’s profit or loss according to the approved balance sheet and;
- on discharge from liability of the members of the Board of Directors and the CEO.
- Determination of the number of Board members, deputy Board members and of the number of auditors and deputy auditors.
- Determination of fees to the Board and the auditors.
- Election of the Board and any deputy Board members as well as auditors or auditing companies and any deputy auditors.
- Other matters, which come to the meeting in accordance with the Swedish Companies Act or the Articles of Association.
§ 11 Financial year
The limited company’s financial year shall be 0401-0331.
§ 12 Reconciliation reservation
The company’s shares shall be registered in a record day register pursuant to the Swedish Central Securities Depositories and Financial Instruments Act (1998:1479).