The Nomination Committee’s proposal to the Annual General Meeting 2022
STOCKHOLM, February 1[st], 2022. Moberg Pharma AB (OMX: MOB) announces that the company’s Nomination Committee has decided to present the following proposal to the Annual General Meeting 2022.
The Nomination Committee
The Nomination Committee consists of the Chairman Gillis Cullin representing Östersjöstiftelsen and the members Anders Lundmark, Martin Öhrn and Peter Wolpert, Chairman of the Board of Directors in the Company.
Chairman of the Annual General Meeting
The Nomination Committee proposes that Peter Wolpert is elected as Chairman of the Annual General Meeting of shareholders 2022.
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 Nikolaj Sørensen as Board Directors, Kerstin Valinder Strinnholm as new Chairman of the Board and Anders Lundmark as new Board Director. After 16 years in the company and three years in the board respectively, Peter Wolpert and Fredrik Granström, are not available for re-election. In the evaluation process for new candidates, the Nomination Committee had a particular focus on diversity and creating gender balance over time.
Kerstin Valinder Strinnholm brings more than 30 years of international pharma experience. She has worked in leading positions at e.g. AstraZeneca and Nycomed/Takeda, with a primary focus on commercial and business strategic areas. Currently Ms. Valinder Strinnholm acts as business advisor at transactions within the life science field and is also non-executive member of the boards of Camurus AB, Promore Pharma AB, Immedica AB and BioServo Technologies AB. Ms. Valinder Strinnholm was born in 1960 and holds a degree in Journalism from the University of Gothenburg, Sweden.
Anders Lundmark is a partner and co-founder of life science PE firm Tellacq Partners. Mr. Lundmark has 25 years of experience years as a CFO along with growth-related operational responsibilities. He has worked extensively under private equity regimes as well as in both listed and privately held companies. Amongst them, he has been the CFO of Phadia Group, Iggesund Paperboard, Trelleborg Industries and Observer/Cision. Mr. Lundmark is currently the Chairman of Bioservo Technologies AB and a member of the Board of Directors of MedCap AB, Tellacq Group AB and Antrad Medical AB. Mr. Lundmark was born in 1958 and holds a Master of Science in Business Administration and Economics from the Uppsala University.
The Nomination Committee proposes that an aggregate fee of SEK 870,000 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.
The Nomination Committee proposes, in accordance with the Board of Directors recommendation, re-election of Ernst & Young 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 30, 2022, 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 2023 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 as soon as possible appoint a new member according to the principles above based on a transcript of the share register maintained by Euroclear Sweden AB. 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 2023 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 2024 Annual General Meeting.
For additional information, please contact:
Anna Ljung, CEO, 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 8:00 a.m. CET on February 1st 2022.
About Moberg Pharma, www.mobergpharma.com
Moberg Pharma AB (publ) is a Swedish pharmaceutical company focused 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. Data from phase 3 clinical trials in more than 800 patients for MOB-015 indicate that the product has the potential to become the future market leader in onychomycosis. Moberg Pharma has agreements with commercial partners in place in Europe and Japan, among others, and the company's goal is to receive its first market approval and launch MOB-015 in 2023. Moberg Pharma is headquartered in Stockholm and the company’s shares are listed on the Small Cap list of the Nasdaq Stockholm (OMX: MOB).