Corporate Governance

Corporate Governance is the system that governs how shareholders exercise control of a company.

Ortivus AB is a Swedish public limited company, listed on the Stockholm Stock Exchange since 1997. The basis for governance of Ortivus AB is contained in the Articles of Association, the Swedish Companies Act and other applicable Swedish rules and regulations.

Since 2008, the company is compliant with the Swedish “Code of Corporate Governance” (the Code).

Please see the Corporate Governance Report for more information.

Please see Ortivus Articles of Association (Bolagsordning).

Board of Directors

Ortivus Board consists of four elected persons, no members are appointed by the union organization. The CEO is not on the Board but participates on meetings at relevant points along with the CFO. More information about the Board and its work can be found in the Annual Report, section Corporate Governance Report.

Remuneration Committee

The remuneration committee consists of the Chairman of the Board and one director of the Board.

Group Management

Auditor

Magnus Lagerberg, PWC

Election Committee

According to the decision made at the Annual General Meeting, the Nomination Committee will be called according to the following procedure.

The Chairman of the Board shall, as soon as the registered ownership in the Company as per 30 September, are published, contact the three largest (by votes) shareholders, and ask them to appoint one member each to the Nomination Committee. Should such a shareholder decline to appoint a member, the fourth largest shareholder will be asked, and so on. The appointed members shall together with the Chairman of the Board constitute the Nomination Committee. The Nomination Committee shall then internally appoint a chairman. The names of the members of the Nomination Committee shall be published no later than six months prior to the Annual General Meeting.

The Nomination Committee shall perform the duties imposed on the committee by the Swedish Code of Corporate Governance, and shall submit a proposal for the appointment process for a new Nomination Committee to the coming Annual General Meeting. The assignment of the committee last until a new committee is elected.

Auditing Committee

No Audit Committee has been established. The Board of Directors have decided not to create an Audit Committee given the company’s size and complexity.