Corporate Governance

Karo Pharma applies the Swedish Code of Corporate Governance (“the Code”). This section of the website contains information and documents relating to corporate governance.

Comments are made in the appropriate section of the annual Corporate Governance Report for any deviations that the company has decided to make from the Code. The Corporate Governance Report is reviewed annually by the company’s auditor.

The highest decision-making body is the General Meeting of shareholders, where the shareholders exercise their influence in the company. Each share equates to one vote. The Annual General Meeting is held within six months of the end of the financial year. At the Annual General Meeting, the shareholders adopt resolutions regarding such matters as the election of the members of the Board of Directors and, where appropriate, the auditors, the appointment of the Nominating Committee and discharge from responsibility for the members of the Board of Directors and the CEO for the previous year. Resolutions are also adopted regarding the preparation of the financial statements, the allocation of profit, the fees for the Board of Directors and auditors and guidelines for the remuneration of the President and other senior executives.

Nominating Committee

Principles for appointing Nominating Committee

The Chairman of the Board ensures, at the latest by the end of the third quarter, that the Company’s four largest shareholders or owner groups are given the opportunity to appoint one representative each to the Nominating Committee. If one or more of the shareholders do not wish to appoint a member of the Nominating Committee, the next shareholder in terms of ownership will be contacted and will be allowed to appoint a member of the Nominating Committee. The Chairman of the Board is the convener of the Nominating Committee. The Chairman of the Nominating Committee must be a member of the Nominating Committee who represents the largest shareholder in terms of votes, unless the members of the committee agree otherwise.

If a member leaves the Nominating Committee before its work is complete and the committee deems it appropriate, the Nominating Committee will request the same shareholder, or if this shareholder is no longer one of the major shareholders, the next largest shareholder, to appoint a substitute. Any such changes will be announced on the Company’s website.

The Nominating Committee prepares proposals to be presented at the Annual General Meeting for resolution, including the Chairman of the General Meeting, the number of Directors and Deputy Members, the remuneration to the Board of Directors and Auditor, and the election of the Chairman of the Board, other Board Members and the Auditor.

The term of office of the Nominating Committee runs until a new nominating committee is appointed. The Nominating Committee does not receive any remuneration. However, it is entitled to use reasonable resources, such as external consultants, to the extent it considers necessary on behalf of the Company. The Annual General Meeting in 2017 resolved that the principles adopted for the Nominating Committee will apply until further notice.

Audit

Auditors are elected by the General Meeting for a period of one year. The auditors audit the company’s financial statements and management.

EY was elected auditors at the General Meeting in May 2019 for the period until the Annual General Meeting in 2019. Since April 2019, the auditor-in-charge is the authorized public accountant Björn Ohlsson.

Articles of association

Section 1 Company name
The name of the public company is Karo Pharma Aktiebolag.

Section 2 Registered office
The Board has its registered office in Stockholm.

Section 3 Business activity
The business activity of the Company is to research, develop, manufacture, acquire and sell products within health care and to carry out other activities related thereto.

Section 4 Share capital and number of shares
The share capital will be no less than SEK 10,000,000 and no more than SEK 40,000,000. The number of shares will be no less than 25,000,000 and no more than 100,000,000.

Section 5 Board of Directors
The Board will consist of no less than three members and no more than ten members.

Section 6 Auditors
One or two auditors or a registered public accounting firm are appointed at the Annual General Meeting.

Section 7 Notice convening shareholders' meetings
Notice will be made by announcement in the Swedish newspaper Post- och Inrikes Tidningar and on the Company’s website. Information that this notice has been issued will be announced in the Swedish newspaper Svenska Dagbladet. The General Meeting will be held in Stockholm.

Section 8 Pre-notification to attend shareholders’ meetings
To be entitled to attend a shareholders’ meeting, a shareholder must be registered in the complete share register, based on their status five days, excluding Sundays, before the meeting. Shareholders must also notify the Company no later than the day stated in the notice for the meeting that they will be attending. This day must not be a Sunday, a public holiday, a Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and must not be earlier than the fifth day, excluding Sundays, before the meeting.
A shareholder may be accompanied by one or two assistants at the shareholders’ meeting, but only if the shareholder has notified the Company of the number of assistants in the manner prescribed in the paragraph above.

Section 9 Annual General Meeting with the shareholders
At the Annual General Meeting resolutions will be passed with respect to the following matters:
1. Election of the chairman of the meeting;
2. Drawing up and approval of the voting list;
3. Decision on the agenda;
4. Election of one or two people to approve the minutes together with the Chairman;
5. Decision as to whether the meeting has been duly convened;
6. Presentation of the annual report and the audit report and, if the Company is a parent company, the consolidated annual report and the consolidated audit report;
7. Resolution in respect of the adoption of the profit and loss account and the balance sheet and, if the Company is a parent company, of the consolidated profit and loss account and the consolidated balance sheet;
8. Resolution in respect of the appropriation of the Company’s profit or loss according to the adopted balance sheet;
9. Resolution in respect of the discharge of liability towards the Company for the Board Members and the President;
10. Resolution in respect of the number of Board Members, Deputy Board Members and, where applicable, the auditors;
11. Resolution in respect of fees for the Board Members and, where applicable, the auditors;
12. Election of Board Members and Deputy Board Members and, where applicable, the auditors;
13. Other matters to be resolved at the Annual General Meeting under the Companies Act or the Articles of Association.

Section 10 Fiscal year
The fiscal year of the Company will be January 1 – December 31.

Section 11 Record day provision
The Company’s shares will be registered in a central securities depository register pursuant to the Financial Instruments Accounts Act (1998:1479).