STOCKHOLM, April 8, 2019 /PRNewswire/ -- Moberg Pharma AB
(OMX: MOB) announces that the company's Nomination Committee has
decided to present the following proposal to the Annual General
Meeting 2019.
Note that special circumstances exist whereby all proposals
refer to the abbreviated fiscal year January
1 - June 30, 2019. The next Annual General Meeting will take
place already during the fourth quarter of 2019.
The Nomination Committee
The Nomination Committee consisting of the Chairman Gillis Cullin representing Östersjöstiftelsen
and the members Fredrik Persson
representing Zimbrine Holding, Anders
Lundmark and Thomas Eklund,
Chairman of the Board of Directors in the Company.
Chairman of the Annual General Meeting
The Nomination Committee proposes that Thomas Eklund is elected as Chairman of the
Annual General Meeting of shareholders 2019.
Election of Directors and Chairman of the Board and Auditor,
and fees payable to such
The Nomination Committee proposes that the Board of Directors shall
consist of four (4) persons and no deputies.
The Nomination Committee proposes re-election of Mattias
Klintemar and Andrew B. Hochman as
Board members of the Board of Directors for a period until the next
Annual General Meeting. Thomas
Eklund has, after three years as Chairman of the Board and
four years as Board member, chosen to resign. Geert Cauwenbergh, Sara
Brandt and Anna Malm Bernsten
have chosen not to be available for re-election in order to enable
a composition of the Board of Directors that is better adapted to
the Company's new situation and focus. The Nomination Committee
proposes the appointment of Peter
Wolpert as new Board member and executive Chairman of the
Board of Directors, and Fredrik Granström as new Board member.
Peter Wolpert was one of Moberg
Pharmas founders in 2006 and has since then acted as CEO of the
Company. Overall, Peter has more than 20 years' experience as CEO,
strategy consultant and entrepreneur, and is a member of the board
of MedUniverse AB. His previous experience includes, among other
things, co-founder of Ibility AB and positions as CEO of Athera
Biotechnologies and strategy consultant at McKinsey & Co. In
order to create the conditions for a more efficient organization
for the Company's new direction and because of Thomas Eklund's resignation from the Board,
Peter has offered to resign as CEO of the Company and, to be
available for election as Board member and Chairman of the Board of
Directors of the Company.
Fredrik Granström is lawyer and partner with Hansen Advokatbyrå.
Fredrik has been the Company's legal advisor since the Company was
founded 2006. Fredrik has in total more than 20 years' experience
as advisor, entrepreneur and corporate counsel. He has amongst
other previously held positions as corporate counsel at
AstraZeneca, Sendit AB, Microsoft Corporation and as chairman of
the board of Soundtrap AB.
The Nomination Committee proposes that an aggregate annual fee
of SEK 870,000 shall be paid to the
Board members, of which SEK 360,000
to the Chairman of the Board of Directors and SEK 170,00 for all other Board members elected by
the Annual General Meeting. In order to compensate for the
additional work that Peter will perform in the Company in the
capacity of executive Chairman of the Board, the Nomination
Committee also proposes a fee of SEK
61,000 per month to Peter
Wolpert.
The Nomination Committee proposes, in accordance with the Board
of Directors' recommendation, re-election of EY as Company
Auditors, with Andreas Troberg as
responsible Auditor for a period until the end of the next Annual
General Meeting.
The Nomination Committee proposes that fees to the Auditors, for
a period until the end of the Annual General Meeting, are to be
paid as per approved invoice.
The Nomination Committees proposal for principles
establishing the Nomination Committee and its work
The Nomination Committee proposes that the Annual General Meeting
assigns a Nomination Committee according to the following
principles. The Annual General Meeting assigns the Chairman of the
Board of Directors to contact the three largest shareholders in
term of votes or owner groups (hereby referred to both
directly-registered shareholders and nominee-registered
shareholders), according to a transcript of the share register
maintained by Euroclear as per March 31,
2019 each appointing a representative to, besides the
Chairman of the Board of Directors, constitute the Nomination
Committee for the period until a new Nomination Committee is
appointed by mandate from the next Annual General Meeting.
If any of the three largest shareholders or owner groups
declines to elect a representative, the fourth largest shareholder
or owner group will be asked, and so on, until the Nomination
Committee consists of four members. The majority of the members of
the Nomination Committee are to be independent of the Company and
its executive management. At least one member of the Nomination
Committee is to be independent of the Company's largest shareholder
in term of votes, or any group of shareholders that act in concert
in the governance of the Company. Neither the Chief Executive
Officer nor other members of the executive management are to be
members of the Nomination Committee. Board members may be members
of the Nomination Committee but may not constitute a majority
thereof. If more than one member of the Board of Directors is on
the Nomination Committee, no more than one of these may be
dependent of a major shareholder in the Company. The Nomination
Committee appoints Chairman within the Committee. Neither the
Chairman of the Board of Directors nor any other member of the
Board of Directors may be Chairman of the Nomination Committee. The
names of the members of the Nomination Committee shall be announced
no later than four months prior to the next Annual General Meeting.
Considering that the next Annual General Meeting will be held
within six months following the Annual General Meeting on
May 15, this is a deviation from the
Swedish Corporate Governance Code. In the event that one of the
members of the Nomination Committee resigns before the Committee´s
work is completed and if the Nomination Committee is of the opinion
that there is a need to replace the member, the Nomination
Committee shall appoint a new member according to the principles
above, but based on a transcript of the share register maintained
by Euroclear, as soon as possible after the member has resigned. A
change in the composition of the Nomination Committee shall be
announced immediately. No fees shall be paid to the members of the
Nomination Committee for their work in the Nomination
Committee.
The Nomination Committee shall submit proposals on the following
issues for resolution by the next Annual General Meeting:
a) Proposal for Chairman of the
Meeting
b) Proposal for the Board of Directors
c) Proposal for Chairman of the Board
of Directors
d) Proposal for fees to the Board of
Directors, with distribution between the Chairman and other member
of the Board of Directors
e) Proposal for the Company's Auditors
f) Proposal for fee to the
Company's Auditors
g) Proposal for principles for establishing
the Nomination Committee for the following Annual General
Meeting.
CONTACT:
For additional information contact:
Peter Wolpert, CEO, phone:
+1-908-432-22-03 (US), +46-70-735-71-35, e-mail:
peter.wolpert@mobergpharma.se
Anna Ljung, CFO, Telephone:
+46-707-66-60-30, E-mail: anna.ljung@mobergpharma.se
About this information
This information is information that Moberg Pharma AB (publ) is
obliged to make public pursuant to the EU Market Abuse Regulation.
The information was submitted for publication, through the agency
of the contact person set out above, at 4:00
p.m. CET on April 8th2019.
This information was brought to you by Cision
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The following files are available for download:
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The Nomination
Committee’s proposal to the Annual General Meeting
2019
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SOURCE Moberg Pharma