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Sprint Bioscience with corporate identity number 556789 - 7557 is a limited liability company registered in Sweden and has its registered office in Stockholm. The address of the head office is NOVUM, 141 57 Huddinge. Sprint Bioscience shares are traded on Nasdaq First North Premier Growth Market under the ticker symbol SPRINT.
The objective of corporate governance at Sprint Bioscience is to ensure that the company is managed responsibly and effectively. Corporate governance in Sprint Bioscience is based on a combination of regulations, practices and internal policy documents. The regulatory framework includes the Swedish Companies Act and the Swedish Annual Accounts Act, but also Nasdaq regulations and the Swedish Code of Corporate Governance (the Code). Sprint Bioscience is listed on Nasdaq First North Premier Growth Market and is thus obliged to comply with the Swedish Code of Corporate Governance from 1 July 2019. No violations of the listing agreement and good practice on the stock market according to decisions by the stock exchange's disciplinary committee or the Swedish Securities Council have occurred during the financial year.
The Companies Act contains basic rules on the organisation of companies. The Act sets out the bodies of the company, the tasks of each body and the responsibilities of the members of these bodies. The Companies Act stipulates that a company must have three decision-making bodies - the general meeting, the board of directors and the managing director - which are organised in a hierarchical relationship to each other. There must also be a supervisory body, the auditor, appointed by the general meeting. The Code supplements the law by setting higher requirements in some areas, but at the same time allows the company to deviate from them according to the "comply or explain" principle. The internal regulations are mainly covered by the Board's rules of procedure, the CEO's instructions, the division of labour for the Board and the CEO, and the decision-making and authorisation procedures. Internally, there are also policy documents to guide the company's operations and its employees.
As of 31 December 2021, Sprint Bioscience had approximately 3 229 shareholders and the number of shares amounted to 39 844 049. There is only one class of shares and each share carries one vote and all shares carry equal rights to the company's assets and earnings. The single largest shareholder is First Venture with 12.9% of the shares.
The Annual General Meeting of Sprint Bioscience is usually held in May in Stockholm or Huddinge. Sprint Bioscience will announce the time and place of the Annual General Meeting as soon as the Board of Directors has decided on it. Information about time and place is given on the company's website www.sprintbioscience.com.
The general meeting is the company's highest decision-making body, which has to adopt the profit and loss account and balance sheet and the appropriation of the company's profit or loss. It also decides on the discharge from liability of the members of the Board of Directors and the Managing Director.
The AGM appoints the members of the Board of Directors, the Chairman of the Board, elects the auditor and decides on amendments to the Articles of Association. The AGM also decides on the remuneration of the Board of Directors and establishes the principles for the remuneration of the CEO and senior management.
In accordance with the Articles of Association, notice of General Meetings shall be given by advertisement in Post- och Inrikes Tidningar and by making the notice available on the company's website. At the same time as the notice is issued, the company shall advertise in Svenska Dagbladet and state that notice has been issued. Notices of annual general meetings and extraordinary general meetings where the question of amending the articles of association will be addressed shall be issued no earlier than six weeks and no later than four weeks before the meeting. Notice of an extraordinary general meeting shall be issued no earlier than six weeks and no later than two weeks before the meeting.
To be entitled to participate in the meeting, shareholders must be registered in the share register (kept by Euroclear Sweden AB) no later than five weekdays before the meeting and must also have registered for the meeting no later than the date specified in the notice. This day may not be a Saturday, Sunday, other public holiday, Midsummer's Eve, Christmas Eve or New Year's Eve and may not fall earlier than the fifth weekday before the meeting. Shareholders are entitled to have a matter dealt with at the Annual General Meeting and must request this in writing to the Board of Directors. The matter shall be addressed at the AGM if the request has been received by the Board of Directors no later than the time specified by the Companies Act.
The Nomination Committee is tasked with submitting proposals for the Chairman and other members of the Board of Directors, as well as the fees and any other remuneration to be paid to each of the Board members. In its proposals to the AGM, the Nomination Committee must, based on the needs and stage of development of the company, take into account requirements for competence, experience and diversity and endeavour to achieve gender balance. The Nomination Committee shall also submit proposals for the election and remuneration of the auditor.
At the Annual General Meeting on 12 May 2021, Öhrlings PricewaterhouseCoopers AB, with Leonard Daun as principal, was re-elected as the company's auditor for the period until the 2022 Annual General Meeting. The company's auditor reports to the Board of Directors in connection with a Board meeting at least once a year.
The Board of Directors is the highest decision-making body after the General Meeting and is responsible for managing the company's affairs in the interests of the company and all shareholders and for safeguarding and promoting a good corporate culture. This means, among other things, that the Board must establish the company's overall objectives and strategy, establish guidelines for the company's behaviour in order to safeguard its long-term value-creating capacity, and ensure that procedures and systems are in place for monitoring and evaluating the company's operations and set objectives.
The Board of Directors is responsible for ensuring that the company has formalised procedures to ensure compliance with established principles for financial reporting and internal control and that the company's financial reporting is prepared in accordance with the law, applicable accounting standards and other requirements for listed companies. The Board is also responsible for ensuring that annual reports and interim reports are prepared on time. In addition, the Board appoints the Managing Director of the company. A formalised evaluation of the Board's work is carried out annually and is also shared with the Nomination Committee as a basis for their work.
Board members are usually appointed by the AGM for the year until the next AGM. According to the Articles of Association of Sprint Bioscience, the members of the Board of Directors elected by the Annual General Meeting shall be a minimum of three and a maximum of ten, with a maximum of ten alternates. At the statutory Board meeting, the Board adopts three documents that guide the work of the Board and regulate the division of responsibilities and work between the Board and the CEO; the Board's rules of procedure, the division of work for the Board and the CEO and the CEO's instructions. At the statutory Board meeting, instructions for financial reporting and decision-making and authorisation procedures are also adopted. If the Board establishes committees within itself, the Board's rules of procedure must specify the tasks and decision-making authority that the Board has delegated to the committees, and how the committees are to report to the Board. At present, the Board consists of four ordinary members, with no alternates. They are all presented under the headings 'Board' and 'Management' and can be found here.
Key issues for the Board during the year were the strategy for the commercialisation of the company's pharmaceutical programme, financial development, capital requirements and communication to the stock market.
According to the Swedish Companies Act and the Swedish Code of Corporate Governance, the Board of Directors is responsible for the company's internal control, the purpose of which is to reasonably ensure that operational strategies and goals can be followed up and to protect the owners' investments. Thus, the Board of Directors has overall responsibility for ensuring that Sprint Bioscience has an organisation and formalised procedures so that accounting, asset management and the company's financial circumstances in general are controlled in a satisfactory manner. The company's internal control structure is based on a division of labour between the Board of Directors and the CEO, who is responsible for ensuring that formalised procedures are in place to ensure the reliability of external financial reporting.
The company has a simple legal and operational structure where the Board of Directors continuously monitors the company's internal control in connection with ongoing reporting and, against this background, has chosen not to establish a separate internal audit function. The Board considers that satisfactory control and risk management of financial reporting is achieved through co-operation with the external auditor and through the follow-up carried out, at least quarterly, in connection with Board meetings.