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Camurus’ corporate governance is based on the laws, regulations and recommendations applicable to listed companies, such as the Swedish Corporate Governance Code (the “Code”), the Nasdaq Stockholm Rule Book for issuers, Camurus Articles of Association and other rules and guidelines specific to the company. Camurus applies the Code.

The following PDF documents describe this work.

Camurus Corporate Governance Report 2017

Camurus governance report 2016

Camurus work with corporate governance 2015

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Camurus’ Nomination Committee and its duties include preparation and drafting of proposals regarding the election of members of the Board, the Chairman of the Board, the Chairman of the general meeting and auditor. In addition, the duties of the Nomination Committee also includes proposals concerning fees for the members of the Board, the members of any Board committees and the auditor. The annual general meeting held 3 May 2016 decided upon the following instruction for the Nomination Committee, to be valid until further notice.

The chairman of the Board shall, based on the ownership according to Euroclear Sweden AB as per 31 August of the year before the annual general meeting, contact the three largest shareholders in terms of voting, whom shall each be entitled to appoint one member who, together with the chairman of the Board, shall form the Nomination Committee. If any of the three largest shareholders waive their right to appoint a member of the Nomination Committee, the next shareholder in terms of size shall be given the opportunity to appoint a member. The CEO or other members of the management shall not be a member of the Nomination Committee.

The chairman of the Board is the convenor of the Nomination Committee’s first meeting. The Nomination Committee’s term lasts until a new Nomination Committee is appointed.

The composition of the Nomination Committee is to be announced no later than six months before the annual general meeting. At the same time all shareholders shall be informed about how the Nomination Committee can be contacted.

If a member resigns from the Nomination Committee before its work is completed a replacement may be appointed by the same shareholder. When significant changes in the ownership occur after the date the Nomination Committee was appointed, the Nomination Committee may, if it considers it necessary, decide to offer a new owner a position in the Nomination Committee in accordance with the principles above. Changes in the Nomination Committee shall be made public immediately.

The Nomination Committee shall prepare and propose the following to the coming annual general meeting:

• election of chairman at the general meeting,
• election of chairman of the Board and other members of the Board,
• fees to the Board, divided between the chairman and other members, and any fees for committee work,
• election of auditor and fee to the auditor and, when applicable,
• new principles for appointment of Nomination Committee.

No fees shall be paid to the members of the Nomination Committee. The Nomination Committee shall have the right to, upon approval by the chairman of the Board, charge the company with costs for e.g. recruitment consultants or other costs necessary for the Nomination Committee to fulfill its duties.

The Nomination Committee was appointed 20 October 2017 and remain in place until a new nomination committee is appointed:

Representatives (Shareholders)
Per Sandberg (Sandberg Development AB)
Max Mitteregger (Gladiator)
Jan Andersson (Swedbank Robur Fonder)
Per Olof Wallström (Board of Directors)

Shareholders who wish to submit proposals to the Nomination Committee are welcome to contact the Nomination Committee at the company’s address. Proposals shall be submitted in due time before the Annual General Meeting, but not later than 31 January 2018, to ensure that the proposals can be considered by the Nomination Committee.

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The main duties of the Audit Committee are to supervise the Company’s financial reporting, monitor efficiency in its internal controls, internal audit and risk management, and apprise itself of information regarding the audit of the annual report and consolidated financial statements, review and monitor the auditor’s impartiality and independence and, in so doing, take particularly into account whether the auditor provides Camurus with services other than audit services. The Audit Committee shall also assist the Nomination Committee with proposal to the general meeting for election of auditors. The Audit Committee has regular contacts with the auditors of Camurus. The members of the Audit Committee are Martin Jonsson (Chairman), Per Olof Wallström, Svein Mathisen and Marianne Dicander Alexandersson. The committee complies with the Companies Act’s requirements for independence and accounting and auditing expertise.

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The main duties of the Remuneration Committee are to prepare decisions by the Board of Directors on issues concerning remuneration principles, remuneration and other employment terms for the CEO and other members of the Group management, and to monitor and assess ongoing programs for variable remuneration to the Group management, as well as such programs as have been completed during the year. Furthermore, the Committee shall monitor and assess the application of the guidelines for remuneration to the executive management resolved by the annual general meeting, as well as applicable remuneration structures and remuneration levels in the Company. The members of the Remuneration Committee are Per Olof Wallström (Chairman), Martin Jonsson, Svein Mathisen, and Kerstin Valinder Strinnholm. The Committee is assessed to comply with the Code’s requirements for independence and appropriate knowledge and experience in questions related to remuneration of executive management.

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According to the Swedish Companies Act, the shareholders at the general meeting shall adopt guidelines regarding remuneration to the CEO and other executive managing. The following guidelines were adopted at the annual general meeting on 3 May 2017.

The total remuneration and the terms and conditions for the senior executives should correspond to relevant market conditions and will include a balanced composition of fixed salary, variable remuneration, pension benefits, other benefits as well as conditions for termination. Cash remuneration shall consist of fixed salary and variable remuneration. The fixed salary and, if applicable, variable remuneration is to be linked to the executive’s responsibility and authority. The variable remuneration is to be based on the outcome of predetermined well defined objectives. The variable cash remuneration is to be limited to fifty (50) per cent of the fixed annual salary for the CEO and other senior executives. Share based programs shall be resolved by the general meeting. Programs for variable remuneration shall be designed in such a way as to enable the Board of Directors, if exceptional financial conditions prevail, to restrict or omit payment of the variable remuneration if such action is deemed reasonable and consistent with the company’s responsibility towards shareholders, employees and other stakeholders.

Pension benefits must be in accordance with the ITP-plan or otherwise premium-based and maximized at 35 percent of the total remuneration. Benefits other than fixed salary, variable remuneration and pension benefits must be applied restrictively. Fixed salary during the notice period and severance pay shall in total not exceed an amount equal to the fixed salary for 12 months; or for the CEO, the fixed salary for 18 months. The Board of Directors may derogate from these guidelines in certain cases if there are special reasons for doing so. Reasons for derogation must be reported at the next annual general meeting.

To the extent that a member of the Board performs work for the company, besides the board membership, consultant fee and other remuneration may be granted for such work. The remuneration shall correspond to relevant market conditions and shall, as well as other conditions, be determined by the Board.

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Camurus auditor in charge is PricewaterhouseCoopers AB that was elected at the AGM 2017, with Ola Bjärehäll as responsible auditor. Ola Bjärehäll is certified auditor and member of FAR, the accountants’ professional body in Sweden.

The auditor audit the annual report and the accounting as well as the management by the Board of Directors and the CEO, and operate based on an audit plan which is adopted in consultation with the Board’s Audit Committee. In connection with the audit, the auditor report their observations to the Group management for verification, and thereafter to the Board of Directors through the Audit Committee. The auditor participate at the annual general meeting, presenting a brief description of the audit work.

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In accordance with a decision by the Shareholder’s General Meeting in May 2016, an incentive program (TO2016/2019) for the company’s employees, under which a maximum of 550,000 warrants can be issued, was introduced. The dilution of a full utilization of the program corresponds to 1.5% of the share capital and voting rights. The number of warrants that have been issued are 550,000 and which give the right to subscribe for an equal number of shares during the period May 15, 2019 – December 15, 2019. The strike price for subscription of shares upon exercise of the transferred warrants was set at 99.50 SEK. The warrants were valued by an independent institute in accordance with the Black&Scholes model and were acquired by the participants at market value. As per December 31, 2016, 47 employees had chosen to participate in TO2016/2019 and subscribed for 404,300 warrants.

In May 2017, it was decided by the Shareholder’s General Meeting to introduce another incentive program (TO2017/2020). Under this program a maximum of 750,000 warrants and the dilution of a full utilization of the program corresponds to 1.5% of the share capital and voting rights. The number of warrants that have been issued are 750,000 and which give the right to subscribe for an equal number of shares during the period May 15, 2020 – December 15, 2020. The strike price for subscription of shares upon exercise of the transferred warrants was set at 167.20 SEK, which correspond to 140% of the volume weighted mean value according to Nasdaq Stockholm’s official price list for share in the Company during the period from 10 May 2017 up to and including 16 May 2017. The warrants are valued by an independent institute in accordance with the Black&Scholes model and are acquired by the participants at market value.

In total, TO2016/2019 and TO2017/2020 may result in a maximum dilution effect of approximately 3.1%.

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The Articles of Association are adopted by the Annual General Meeting and outline a number of mandatory tasks of a fundamental nature to the company.

Artcles of association.pdf

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