Annual Report 2012.pdf - Karo Bio

Corporate Governance Report
GENERAL MEETING OF THE SHAREHOLDERS
The highest decision-making body is the general meeting of
shareholders, where the shareholders exercise their influence in
the company. Each share is associated with one vote. Shareholders
wishing to participate in the general meeting of shareholders,
either in person or via a representative, must have their names
entered in the shareholders’ register maintained by Euroclear
Sweden AB no later than five weekdays before the general meeting
and must report their intention to attend to the company in
accordance with the notice.
Notice of a general meeting of shareholders is given via notices
in the press and via the company website (www.karobio.com). The
annual general meeting shall be held within six months from the end
of the financial year. At the annual general meeting, the shareholders
vote on proposed resolutions regarding such matters as the election
of the members of the Board of Directors and, where appropriate,
the auditors, the manner of appointment of the Nomination Committee
and discharge from responsibility for the members of the
Board of Directors and President for the last year. Resolutions are
also adopted regarding the preparation of the financial statements,
the allocation of profit or treatment of loss, the fees for the Board
of Directors and auditors and guidelines for remuneration to the
President and other members of executive management.
2012 Annual General Meeting
The Board gave the 2012 Annual General Meeting an account of
their work during the year and on corporate governance issues in
general. The President informed the AGM about the group’s
development and position and commented on the results for 2011.
The AGM approved the financial statements for 2011, delivered
by the President and Board of Directors, decided on the handling of
the Company loss and discharged the members of the Board from
liability. The AGM decided that no dividend would be paid.
The Nomination Commitee’s Chairman informed on the work
during the year and reported the reasons for the suggested proposals.
In accordance with the proposal, Göran Wessman was elected
as Chairman and Per Bengtsson, Christer Fåhraeus, Per-Anders
Johansson (new election) and Anders Waas were elected as Board
Members. The Meeting resolved on the election of auditor and
remuneration to the Board and auditor in accordance with the
Nomination Commitee’s proposal.
The minutes of the Meeting held on June 12, 2012 is available at
Karo Bio’s website (www.karobio.com).
Extraordinary General Meeting in April 2012
An Extraordinary General Meeting on April 27, 2012 resolved
to reduce the share capital to SEK 7,741,279, to cover some of
the losses after a balance sheet showed that more than half of the
share capital was exhausted. The decision on a reduction of share
capital demanded an amendment of the Articles of Association for
these limits, so the decision was also made that the share capital
should be at a minimum MSEK 7 and at a maximum MSEK 28.
Extraordinary General Meeting in November 2012
An Extraordinary General Meeting on November 19, 2012,
resolved on a rights issue. The decision meant an approval of a
preferential rights issue in which shareholders were offered to
subscribe for one new share at SEK 0.30, for every three shares
held, as well as a mandate for the Board to issue an additional
33,500,000 shares to satisfy any over-subscription in the rights
issue. The meeting was also called a second control meeting, at
which it presented a formal balance sheet which showed that the
company’s capital exceeded the registered share capital, after
which the meeting decided that the company should not be
liquidated.
Nomination Committee
The AGM 2012 resolved on the principles to be applied for the
Nomination Comittee. The Chairman of the Board shall ensure
that, by the end of the third quarter each year, the company’s five
largest shareholders or shareholder groups in votes are offered
to appoint one representative to the Nomination Committee.
Where one or more shareholders decline to appoint a member of
the Nomination Committee, the next shareholder in turn based
on ownership will be contacted with a mandate to appoint a member
to the committee. The Chairman is the convener in this case.
If a member leaves the Nomination Committee before the
work is completed, the Nomination Committee shall, if it deems it
necessary, invite the same shareholder or, if it is no longer one of the
major shareholders, the next shareholders in terms of size to appoint
a replacement. A change of this kind shall be announced on the
company’s website.
The Nomination Committee shall prepare proposals to be presented
to the AGM in 2013 for resolution as regards to the election
of the chairman for the meeting, the number of Board members and
deputies, fees for to Board of Directors and auditor, the election of
Board Chairman and other Board Members to the Board of Directors
and auditors as well as principles for the Nomination Committee
and instructions for the Nomination Committee.
Based on the evaluation of the Board and the company’s strategy,
and based on the current Board members’ availability for reelection,
the Nomination Committee makes an assessment of whether
the current Board meets the requirements that will be imposed on
the Board by the Company’s position and future direction, or if the
composition of skills and experience need to be adjusted.
The term of office for the Nomination Committee runs until the
new committee is appointed pursuant to resolution at the AGM in
2013 on principles for the Nomination Committee.
The Nomination Committee shall not receive remuneration but
to the extent it considers necessary, have the right to contract other
resources such as external consultants as part of their assignment at
the company’s expense, and to a reasonable extent.
The new share issue executed by Karo Bio in late 2012 resulted
in a change in ownership structure. The Board considered it
judicious to await the outcome of this change before a nominating
committee was appointed. As a result of this, information about the
composition of the committee was submitted on March 15, which
is a deviation from the Code rule that the names of the Nomination
Committee members should be announced on the company website
at least six months before the AGM. The Nomination Committee
consists of Lars Magnusson, Per-Anders Johansson, Thomas
Andersson, Jan Lundström and Göran Wessman. The Nomination
Committee’s proposals for election of Board members, its reasoned
opinion concerning the proposal to the Board and other proposals
will be submitted before the AGM.
External Auditors
According to the Articles of Association, Karo Bio shall engage
a registered public accounting firm as external auditor. At
the 2012 AGM, the registered public accounting firm PricewaterhouseCoopers
AB was re-elected as auditor until the AGM
2013. Since the 2008 annual general meeting, auditor in charge
has been Authorized Public Accountant Håkan Malmström,
who is also auditor in charge of the companies NCC AB, Gambro
AB, Nordstjernan AB, Axel Johnson AB and Saab AB.
KARO BIO Annual Report 2012 41