STOCKHOLM, March 13, 2018 /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 2018.
The Nomination Committee
The Nomination Committee consists of the Chairman Gillis Cullin representing Östersjöstiftelsen
and the members Fredrik Persson
representing Zimbrine Holding BV, Anders Rodebjer representing
Wolco Invest 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 2018.
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 five persons and no deputies.
The Nomination Committee proposes re-election of Thomas Eklund, Geert
Cauwenbergh, Sara Brandt and
Mattias Klintemar as Board Directors. Torbjörn Koivisto and
Thomas B. Thomsen, after seven and
four years as members of the Board, have chosen not to be available
for re-election. The Nomination Committee proposes
that Anna Malm Bernsten
is appointed as new member of the Board.
Anna Malm Bernsten, M.Sc, works
as a consultant within business development and management through
her own company. She is the previous group CEO and CEO of Carmeda
AB, and has also had leading positions within international
marketing and sales at, amongst others, Pharmacia, ASSA ABLOY and
GE Healthcare. Anna is the chairman of the board for Medivir AB and
Björn Axén AB, and board member for Cellavision AB, Probi AB and
Pågengruppen AB. She has also had previous board assignments for,
amongst others, Arcam AB, Biophausia AB, Eurovive AB and Oatly
AB.
The Nomination Committee proposes that an aggregate fee of
SEK 1,220,000 shall be paid to the
Board Directors, of which SEK 360,000
to the Chairman and SEK 170,000 for
all other Board Directors elected by the Annual General Meeting. An
additional fee of SEK
90,000 shall be paid to the members of the
Compensation Committee, SEK 45,000 to
the chairman and SEK 22,500 to the
other members (2). A fee of SEK
90,000 shall be paid to the members of the new Audit and
Finance Committee, SEK 45,000 to the
chairman and SEK 22,500 to the other
members (2).
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 Auditor, for
a period until the end of the next 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 Sweden AB as per September 28, 2018, 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 Board member 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 Board member may be Chairman of the
Nomination Committee. The names of the members of the Nomination
Committee shall be announced no later than six months prior to the
2019 Annual General Meeting. 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
Sweden AB, 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 2019 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 Board members
e) Proposal for Company Auditors
f) Proposal for fee to Company Auditors
g) Proposal for principles for establishing the Nomination
Committee for the 2019 Annual General Meeting.
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 11:00 a.m. CET on March
13th 2018.
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
phone: +46-707-66-60-30
e-mail: anna.ljung@mobergpharma.se
This information was brought to you by Cision
http://news.cision.com
http://news.cision.com/moberg-pharma/r/the-nomination-committee-s-proposal-to-the-annual-general-meeting-2018,c2470802
The following files are available for download:
http://mb.cision.com/Main/1662/2470802/804665.pdf
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The Nomination
Committee’s proposal to the Annual General Meeting
2018
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SOURCE Moberg Pharma