Corporate Governance
Since 1 July 2008, BioGaia complies with the Swedish Code of Corporate Governance.
Nominating Committee
The Annual General Meeting in April 2008 resolved to appoint a Nominations Committee ahead of the 2009 AGM. In accordance with the decision of the AGM, the Nominating Committee has been formed and consists of Lars Hallén, the second largest shareholder, Board Chairman David Dangoor, the third largest shareholder, and Sven Zetterqvist, representing Livförsäkringsaktiebolaget Skandia, the fourth largest shareholder. The largest shareholder, Annwall & Rothschild Investment AB, has declined participation in the Nominating Committee. The Nominating Committée can be contacted on the following address: BioGaia AB, Box 3242, 103 64 Stockholm or by e-mail: info@biogaia.se.
The Nominating Committee shall prepare proposals on the following matters to be put before the 2009 AGM for decision:
a) election of a Chairman of the Meeting,
b) election of the members of the Board,
c) election of the Board Chairman,
d) recommendation of Board fees
e) recommendation of auditor’s fees
f) recommendation for the Nominating Committee ahead of the 2010 AGM.
Compensation Committee
The Board of Directors has appointed a Compensation Committee consisting of Board members David Dangoor and Stefan Elving. The Compensation Committee is responsible for handling matters related to compensation and other terms of employment for senior executives. There are no other committees.
Self-evaluation of the Board's working
Every year, the Board of Directors will carry out a self-evaluation of the Board’s working procedures and efficiency. The results will be presented to the Nominations Committee.
Work of the board of directors
The Board of Directors consists of seven members. One director, Jan Annwall, a member of the Board since 1990, is an employee of the Company and a major shareholder. The six remaining members have an independent relationship with the Company and its management.
The Board makes decisions regarding the Group’s overall strategy, organisation and management. The Board held seven minuted meetings and one strategy seminar in 2007. At these meetings the Board has discussed budgets, business plans, financial accounts, capital expenditure, financial reports and major agreements. The purpose of the strategy seminar was to discuss the Company’s long-term strategies.
BioGaia’s incentive scheme for the employees
In June 2007 BioGaia carried out the option warrant program that was approved by the AGM. A total of 128,950 warrants were subscribed for by the employees (of which 27,000 by the management), resulting in a dilution of around 0.7% in the total number of shares and 0.5% in the total number of votes. Each warrant grants the holder the right to subscribe for one class B share for SEK 76.70 during the period from 15 May 2010 to 31 August 2010. The warrant price was calculated according to the customary valuation method (Black & Scholes model) and amounted to SEK 5.32 per warrant.