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Corporate governance

Annual General Meeting 2012

Annual General Meeting, 4:00 p.m., at Ingenjörshuset Citykonferensen, Malmskillnadsgatan 46, Stockholm. Shareholders who wish to have a matter dealt with at the AGM must submit a request by 26 March 2012 to the Board Chairman, BioGaia AB, Box 3242, SE-103 64 STOCKHOLM, Sweden or by e-mail to mr@biogaia.se.

Nominating Committee

In accordance with the decision of the Annual General Meeting, the Nominating Committee has been appointed and consists of Per-Erik Andersson, representing Annwall & Rothschild Investment AB, the company´s largest shareholder, Allan Ladow, representing Sebastian Jahreskog who throug direct and indirect ownership is the company´s second largest shareholder and David Dangoor, the company´s fourth largest shareholder. The Nominating Committee can be contacted at the following address; BioGaia AB, Att: Nominating Committee Per-Erik Andersson, Box 3242, 103 64 Stockholm or by e-mail to; pererik.andersson@pealaw.se.

Swedish code of Corporate Governance

Since 1 July 2008, BioGaia complies with the Swedish code of corporate governance.

Corporate governance report 2010 (PDF)

Corporate governance report 2009 (PDF)

Corporate governance report 2008 (PDF)

AGM 2011 and 2010

Press release from AGM 2011 (PDF)

Press releas from AGM 2010 (PDF)

Board of Directors

According to BioGaia’s Articles of Association, the Board shall consist of not less than five and not more than eight members with not more than three deputies. The Board is elected annually by the AGM to serve for the period until the end of the following AGM. In 2009, the Board has consisted of seven members elected by the AGM with no deputies. One Board member, Jan Annwall, who has been a member of the Board since 1990, is employed by the Company and is also a major shareholder. The six remaining members are independent of both the Company and its management. Jan Annwall has notified that he will end his employment with the company on 1 April 2010. A presentation of the Board is provided under “board of directors” in the menu to the left.

BioGaia’s independent legal counsel has been appointed to serve as Secretary at Board meetings. The Managing Director is not a member of the Board but is a co-opted member at all Board meetings. Other executives in the Company take part in Board meetings in order to present reports. The Board has adopted rules of procedure that include instructions for the division of responsibilities between the Board and the Managing Director and the structure of Board activities during the year. The Board has also adopted instructions for the Managing Director, authorisation instructions including instructions for liquidity management. The rules of procedure, the Managing Director’s instructions and the authorisation instructions are reviewed at least once a year.

The Board decides on matters relating to the Group’s overall strategy, organisation and management. The Board approves both intermediate reports and the annual report before these are published. The Board held nine minuted meetings and also a strategy seminar in 2009. At these meetings, the Board has discussed budgets, business plans, financial accounts, capital expenditure, financial reports and major contracts. At the strategy seminar, the members of the management group presented their fields of responsibility and thereafter the Board dealt with strategy questions. Paula Zeilon was absent from one meeting and Stefan Elving was absent from two meetings. The other Board members attended all the meetings.

The Board of Directors continuously assesses its own performance through both open discussions and a written evaluation. The results of the written evaluation are submitted to the Nominating Committee.

Remuneration Committee

The Board has appointed a Remuneration Committee consisting of the Board Chairman David Dangoor and Board member Stefan Elving. The task of the Remuneration Committee is to prepare recommendations for remuneration and other terms of employment of the Managing Director and other senior executives who together make up the Group Executive Management. The principles for remuneration to senior executives are approved by the AGM. The Remuneration Committee prepares its recommendations in accordance with these principles.

BioGaia's incentive scheme for the employees

BioGaia has no ongoing warrant program.

BioGaia´s prior warrant program

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 then excisting 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.

Redemption of warrants has led to an increase of BioGaia’s share capital by SEK 63,400 to a total of SEK 17,270,962. The number of shares has increased by 63,400 wherby the number of class B shares thereafter amounts to 16,530,294 with an unchange number of A shares, 740,668. The total number of shares is thus 17,270,962 which is equal to 23,936,974 votes.