Corporate governance at Orexo is based on applicable laws, rules and recommendations such as the Swedish Code of Corporate Governance (“the Code”), Orexo’s articles of association and internal regulations and guidelines. The aim is to create a clear division of roles and responsibilities between shareholders, the Board of Directors and Management.
Corporate Governance Structure
The governance, management and control of Orexo are divided between the General Meeting of Shareholders, the Board of Directors and the President.
Examples of external regulations influencing corporate governance
- The Swedish Corporate Governance Code
- Swedish Company Act
- Accounting Law
- The Annual Report Law
- Nasdaq Stockholm Rules for Issuers
- OTCQX Rules for Companies trading ADRs on OTCQX
Examples of internal rules of significance for corporate governance
- Articles of Association
- Formal work plan for the Board of Directors (including terms of reference for Board Committees)
- Terms of reference for the President
- Guidelines for remuneration of senior executives
- Finance policy
- IT policy
- Financial guidelines
- HR guidelines
- Code of Conduct
Corporate Governance Reports
The Corporate Governance Reports shown below include information about the work of the Nomination Committee, the Board and the various committees, as well as information on remuneration.
Information about Orexo’s existing incentive program view the annual report for 2021, note 10 and 24. The annual report is available on the company’s website Investors/ reports, presentations and audiocasts
Annual General Meeting 2023
The shareholders in Orexo AB (publ), reg. no. 556500-0600, registered office Uppsala, was summoned to the annual general meeting, held on Tuesday 18 April 2023, at 16.00 pm in Orexo’s facilities at Rapsgatan 7E in Uppsala, Sweden.
Shareholders who wished to participate in the meeting had to be recorded in the share register maintained by Euroclear Sweden AB on Thursday 6 April 2023, and notify Orexo of their intention to attend the meeting not later than on Wednesday 12 April 2023 by post to Orexo AB, P.O. Box 303, SE-751 05 Uppsala, Sweden, by telephone +46 (0) 18 780 88 00, by telefax +46 (0) 18 780 88 88, or by e-mail to email@example.com.
The notification shall set forth the name, personal/corporate identity number, the number of shares held, telephone number (daytime) and, where applicable, number of assistants (not more than two) that the shareholder intends to bring to the meeting. Shareholders to be represented by proxy should submit a power of attorney (original document) and a certificate of registration or equivalent together with the notification of attendance. A proxy form is available at www.orexo.com.
Shareholders whose shares are registered in the name of a nominee through a bank or a securities institution must temporarily re-register their shares in their own names to be entitled to participate in the meeting. Such registration, which may be temporary, must be duly effected in the share register maintained by Euroclear Sweden AB on Wednesday 12 April 2023, and the shareholders must therefore advise their nominees well in advance of this date.
Documents related to the Annual General Meeting 2023:
- Proxy form
- Nomination committee's proposal
- Nomination committee's motivated opinion
- Board statement pursuant to SCA 19 22
- Complete proposal re buy-backs (item 19)
- Annual and Sustainability Report 2022
- Corporate Governance Report 2022
- Remuneration Report 2022
- Auditor's opinion
- Presentation by the CEO
- Report from the AGM
- Minutes from the AGM
- PROXY FORM
- THE NOMINATION COMMITTEE'S PROPOSALS
- MOTIVATED OPINION REGARDING PROPOSAL OF THE BOD
- STATEMENT COMPANIES ACT 20:14
- STATEMENT MANAGEMENT REMUNERATION
- BOARD'S STATEMENT UNDER ABL 19:22
- COMPLETE PROPOSAL OF BUY BACKS
- COMPLETE PROPOSAL REDUCTION AND BONUS ISSUE
- BOARD'S REPORT ON MONITORING AND EVALUATION OF REMUNERATION IN 2019
- REPORT FROM THE AGM
Documents related to the Annual General Meeting 2019:
- MINUTES 2019
- PROXY FORM
- THE NOMINATION COMMITTEE’S PROPOSALS TO THE ANNUAL GENERAL MEETING 2019
- THE NOMINATION COMMITTEE’S OF OREXO AB (PUBL) MOTIVATED OPINION REGARDING PROPOSALS OF THE BOARD OF DIRECTORS AT THE ANNUAL GENERAL MEETING 2019
- AUDITOR’S REPORT
- PROPOSAL REGARDING AUTHORIZATION TO REPURCHASE AND TRANSFER THE COMPANY’S OWN SHARES
- PROPOSAL TO IMPLEMENT A NEW PERFORMANCE BASED LONG-TERM INCENTIVE PROGRAMME
- THE BOARD OF DIRECTORS’ STATEMENT UNDER CHAPTER 19 SECTION 22 OF THE SWEDISH COMPANIES ACT
- THE BOARD’S REPORT ON THE MONITORING AND EVALUATION OF REMUNERATION TO SENIOR EXECUTIVES IN 2018
Extraordinary General Meeting of Orexo
Orexo AB (publ), Reg. No. 556500-0600, with its registered office in Uppsala, gives notice of the Extraordinary General Meeting to be held on 26 October 2023 at 15:00 CEST at Advokatfirman Vinge’s premises at Smålandsgatan 20, SE-111 46 Stockholm, Sweden.
Right to participate in the Extraordinary General Meeting and notice of participation
A shareholder who wishes to participate in the General Meeting must (i) be recorded as a shareholder in the share register maintained by Euroclear Sweden AB relating to the circumstances on 18 October 2023, and (ii) no later than 20 October 2023 give notice by post to Box 303, 751 05 Uppsala, Sweden, via e-mail to firstname.lastname@example.org, or by telephone +46 (0)018-780 88 00. When providing such notice, the shareholder shall state name, personal or corporate registration number, address, telephone number and the number of any accompanying assistant(s) (maximum two assistants), as well as information about any proxy.
If a shareholder is represented by proxy, a written, dated proxy for the representative must be issued. A proxy form is available on the company’s website, www.orexo.se. If the proxy is issued by a legal entity, a certificate of registration or equivalent certificate of authority should be enclosed. To facilitate the registration at the General Meeting, the proxy and the certificate of registration or equivalent certificate of authority should be sent to the company as set out above so that it is received no later than 25 October 2023.
To be entitled to participate in the General Meeting, a shareholder whose shares are held in the name of a nominee must, in addition to providing notification of participation, register its shares in its own name so that the shareholder is recorded in the share register relating to the circumstances on 18 October 2023. Such registration may be temporary (so-called voting right registration) and is requested from the nominee in accordance with the nominee’s procedures and in such time in advance as the nominee determines. Voting right registrations completed by the nominee not later than 20 October 2023 are taken into account when preparing the share register.
Documents related to the EGM 2023:
Nomination Committee for the AGM 2024, respresenting approx. 35 percent of the number of votes in the company.
Henrik Kjaer Hansen, (chairman, appointed by Novo Holdings A/S)
Claus Berner Møller, (appointed by ATP)
Robert Florczykowski, (appointed by Third Dot) 1
James Noble, (chairman of the board of Orexo)
1 Third Dot´s shareholding in Orexo is registered in a foreign nominee's name, but is confirmed by Euroclear via voting right registration ahead of the extraordinary general meeting on October 26, 2023, and amounted to 705 421 shares
Board of Directors’ Report on Internal Control and Risk Management regarding Financial Reporting
The aim of Orexo’s risk management systems and processes is to ensure that the shareholders can have the utmost confidence in the financial operation and presented reports, including the information given in this Annual Report and all interim reports. Orexo has established a methodology for developing, implementing, driving and evaluating internal controls and risk management in respect of all parts of the company, including financial reporting.
This methodology conforms to internationally established standards in the industry and comprises a framework with five principal components: control environment, risk assessment, control activities, information and communication, and follow-up and evaluation.
Pursuant to the Swedish Companies Act, the Board of Directors is responsible for the internal control and governance of the company. To maintain and develop a functional control environment, the Board has implemented a process of risk mapping and established a number of basic control documents and procedures that are of importance to financial reporting. These include the formal work plan for the Board of Directors and the terms of reference for the President, which are reviewed and approved annually by the Board.
In addition, the control environment is continuously updated and secured by means of continuous monitoring and regular evaluations of risk profiles within various functions.
Responsibility for the daily work of maintaining the control environment is primarily incumbent on the President. He reports regularly to the Board of Directors and the Audit Committee pursuant to established procedures. In addition, the Board also receives regular reports directly from the company’s auditor. Company managers have defined authorities, control functions and responsibilities within their respective areas for financial and internal controls.
Orexo regularly conducts evaluations of financial risks and other risks that may impact financial reporting. These reviews extend to all parts of the company and are carried out to ensure that there is no significant risk of errors occurring in financial reporting. There are several areas where the control of financial information is particularly important, and Orexo has established a comprehensive risk layout that highlights a number of key potential risks in the financial reporting system.
The company continuously monitors and evaluates these areas and regularly examines other areas in order to create a comprehensive set of control procedures that will minimize the risks in these areas. In addition, new and existing risks are identified, addressed and regulated through a process of discussion in forums such as the Executive Management team, Board and Audit Committee.
In light of the risks identified in the risk layout, and the continuous monitoring of the methods used to manage financial information, Orexo has developed control activities that ensure good internal control of all aspects of financial reporting. A number of policy documents and procedures have been applied throughout the year to manage reporting and accounting. Standard procedures, attestation systems, financial guidelines and the risk layout are examples of such policy documents.
An additional level of control in the financial system has been achieved by separating the company’s financial and controller functions. These units are responsible for ensuring that financial reporting is correct, complete and timely. Orexo strives to continually improve its internal control systems and has, on occasion, engaged external specialists when validating these controls.
Information and communication
Orexo is a listed company in one of the most regulated markets in the world – healthcare. In addition to the highly exacting requirements that Nasdaq Stockholm and the supervisory authorities impose on the scope and accuracy of information, Orexo also employs internal information and communication control functions designed to ensure that correct financial and other corporate information is communicated to employees and other stakeholders.
The Board receives monthly reports concerning financial performance, commercial performance and the status of Orexo’s development projects and other relevant information.
The corporate intranet provides detailed information about applicable procedures in all parts of the company and describes the control functions and how they are implemented.
The security of all information that may affect the market value of the company and mechanisms to ensure that such information is communicated in a correct and timely fashion are the cornerstones of the company’s undertaking as a listed company. These two factors, and the procedures for managing them, ensure that financial reports are received by all players in the financial market at the same time, and that they provide an accurate presentation of the company’s financial position and performance. During the year these procedures were updated to reflect the new EU Market Abuse Regulation (MAR) adopted in Sweden as of July 3, 2016.
Orexo’s management conducts bi-weekly performance follow-up, with an analysis of deviations from the budget and plans. Orexo’s controller function also conducts monthly controls, evaluations and follow-ups of financial reporting. Because much of the company’s product devel- opment is carried out in project form, this is followed up on a continuous basis from a financial perspective. After the commercialization of Zubsolv®, new routines and reporting have been implemented to secure continuous follow-up on all aspects of the Zubsolv business, e.g. manufacturing, sales performance, wholesaler orders, sales force performance, inventory levels etc. The Board of Directors and the Audit Committee review the Annual Report and interim reports prior to publication. The Audit Committee discusses special accounting policies, internal control framework, risks and other issues associated with the reports. The company’s external auditor also participates in these discussions.
Orexo has no separate internal audit function. The Board annually evaluates the need for such a function and, considering the size and structure of the company, has found no basis for establishing a separate internal audit function. The Board of Directors monitors the internal control over financial reporting through regular follow-ups by the Audit Committee and the Board.