The Nomination Committee’s proposal to the Annual General Meeting 2019
STOCKHOLM, April 8th, 2019. 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.
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.
About Moberg Pharma, www.mobergpharma.com
Moberg Pharma AB (publ) is a Swedish pharmaceutical company focusing on commercializing proprietary innovations based on drug delivery of proven compounds. The company’s main asset MOB-015 is a novel topical treatment for onychomycosis, for which phase 3 data in 800+ patients is expected in late 2019 in North America, and first half of 2020 in Europe. The pipeline also includes the late-stage asset BUPI for pain management in oral mucositis. The clinical data generated for both assets indicate they have the potential to become market leaders in their respective niches. Moberg Pharma is headquartered in Stockholm and the company’s shares are listed on the Small Cap list of the NASDAQ OMX Nordic Exchange Stockholm (OMX: MOB).
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