Corporate Governance in Orexo is established 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 of corporate governance at Orexo 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

  • Swedish Companies Act
  • Regulations governing external reporting, such as the Accounting Law and the Annual Report Law
  • Nasdaq Stockholm rules for Issuers
  • OTCQX rules for companies trading ADRs on OTCQX
  • Swedish Code of Corporate Governance (the Code,

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
  • IR policy
  • IT policy
  • HR guidelines
  • Business Compliance and Ethics code

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.

Incentive Program

Information about Orexo’s existing incentive program view the annual report for 2023, note 10 and 24. The annual report is available on the company’s website under Investors/ reports, presentations and audiocasts

Annual General Meeting 2024

The shareholders in Orexo AB (publ), reg. no. 556500-0600, registered office Uppsala, are summoned to the annual general meeting, to be held on Friday 26 April 2024, at 16.00 pm in Orexo’s facilities at Rapsgatan 7E in Uppsala, Sweden.

Participation, etc.
Shareholders who wish to participate in the meeting must be recorded in the share register maintained by Euroclear Sweden AB on Thursday 18 April 2024, and notify Orexo of their intention to attend the meeting not later than on Monday 22 April 2024 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

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                                                             

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 Monday 22 April 2024, and the shareholders must therefore advise their nominees well in advance of this date.

Documents related to the Annual General Meeting 2024:

Proxy form
Nomination Committee motivated proposals
Nomination Committee motivated opinion 
Complete proposal re buy-back of shares
Board statement pursuant to SCA 19_22
Annual and Sustainability Report 2023
Corporate Governance Report 2023
Remuneration Report 2023
Auditor's opinion
Report from the AGM
Minutes from the AGM

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, 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, 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.

Nominee-registered shares

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:

The share capital of Orexo consists of common shares. All shares carry one voting right.

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

Orexo´s auditors is the auditing firm EY, with Authorised Public Accountant Oskar Wall as auditor in charge. EY was elected as auditors at the AGM 2016. 

Ernst & Young

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.

Control environment

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.

Risk assessment

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 risk map 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 set of control procedures that will minimize the risks and impact in these areas. In addition, new and existing risks are identified, addressed and regulated through a process of discussion in forums such as the Management Team, The Board of Directors and Audit Committee.

Control activities

In light of the risks identified on the risk map, 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 and the risk map are examples of such policy documents.

The finance and controller functions 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 has internal control functions for information and communication 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. These procedures are continuously updated to secure compliance with the EU Market Abuse Regulation (MAR).


Orexo’s management conducts monthly 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. Since a large part of the company´s product development is done in project form, these are continuously monitored from a financial point of view. Routines and reporting is 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.

Internal audit

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.