Corporate Governance

Corporate governance is the system that governs how shareholders exercise control over a company. Ortivus AB is a Swedish public limited liability company with its registered office in Danderyd, whose A and B shares are listed on NASDAQ Stockholm Small Cap.

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”.

Governance, management, and control are distributed between the shareholders at the Annual General Meeting, the Board of Directors and the CEO in accordance with the rules laid down in the Swedish Companies Act, the Swedish Code of Corporate Governance (see, NASDAQ Stockholm’s rules for issuers, the Articles of Association and internal regulations decided by the Board of Directors and management. The collaboration with the Company’s auditors, appointed by the Annual General Meeting, constitutes an integral part of the work, focusing on the management of the Board and the President and the company’s financial reports. Control and control systems have been adapted to the size and operations of the company.

The corporate governance report is available in the company’s annual report.

The current Articles of Association were adopted at the Annual General Meeting on May 9, 2016. It is stated in the Articles of Association that the company’s operations are to conduct development, manufacture, sales and service and support of medical, technical and customer-supporting products and services, as well as conducting other compatible activities. The Articles of Association stipulate, among other things, how many votes each share class (A or B shares) entail, number of Board members and auditors, that the Annual General Meeting shall be held once a year within six months after the end of the financial year, how the notice of the Annual General Meeting shall take place, and that the company has its headquarters in Danderyd, Sweden.

For more information about the current Articles of Association, please see Ortivus bolagsordning. (in Swedish)

The Remuneration Committee has an advisory function regarding remuneration issues within the company. The Remuneration Committee consists of the Chairman of the Board and a Board member. No separate remuneration has been paid for the work of the Remuneration Committee.

The Remuneration Committee, as well as the Board, shall annually, in accordance with the Code’s requirements, evaluate the company’s remuneration system for senior executives.

In addition to the audit of the annual accounts, the audit also includes an ongoing review of the year’s accounts and management, which also includes an audit of internal procedures and control systems. Furthermore, a statutory review of the Group’s corporate governance report and a review of whether the Annual General Meeting’s guidelines on remuneration to senior executives have been followed are carried out. The company’s auditor is also present at certain board meetings to discuss the audit plan and observations from the audit. The company’s auditor also meets the Board without the presence of representatives from the company.

The Annual General Meeting elects the auditors in Ortivus for a period of one year until the next Annual General Meeting. For the period up to the Annual General Meeting 2020, PricewaterhouseCoopers AB was elected as the auditing firm. PricewaterhouseCoopers AB appointed Authorized Public Accountant Magnus Lagerberg as auditor in charge.

Once a year, the Chairman initiates an evaluation of the Board’s work. The purpose of the evaluation is to get an idea of ​​the board members’ opinion on how the work of the board is conducted and what measures can be taken to streamline the work of the board. The result of the board evaluation has been communicated to the Nomination Committee.

The Board continuously evaluates the CEO’s work by following the development of the business towards set goals.

According to the Swedish Companies Act and the Swedish Code of Corporate Governance, the Board is responsible for internal control. This description is primarily limited to internal control over financial reporting, but for Ortivus as a medical technology company, product quality and the clinical and medical aspects are important focus areas.

Ortivus’ Board of Directors, management and employees, governance, management and control must always be balanced with regard to the size of the company, for example, the company has no department for internal audit. Ortivus has a series of processes and control systems where control needs have been balanced with risk assessment and where the company size and complexity have been taken into account.

Ortivus AB’s Board annually establishes rules of procedure for its work, as well as the CEO’s instructions and policies for important areas of finance, quality, risk management and information.

Ortivus’ CEO and management have full operational responsibility for internal control. Based on the Board’s guidelines, laws and regulations regarding financial reporting, the management has determined the distribution of roles and responsibilities for employees who work with the financial reporting within the Group.

Ortivus policies, guidelines, manuals and other governing documents are available to the personnel primarily through the company’s management system. The management is responsible for ensuring that the staff is aware of current policies and guidelines. Information meetings with the employees are held on a regular basis, at least once a month. Ortivus is a small company and the handling of these issues therefore primarily takes place as part of the day-to-day management work and managerial responsibility.

The objective of Ortivus’ risk assessment is to capture, analyze and manage current and future risks, thereby securing the Group’s growth, financial result and position. Ortivus management and board work continuously and actively with risk assessment and risk management to ensure that the risks are handled appropriately within the framework established.

The management regularly reviews and quantifies the risks, which are reported to the Board. Ortivus also cooperates closely with the company’s auditors to identify risks in financial reporting at an early stage.

Ortivus has deliberately, given the size of the company, chosen not to set up a separate function for internal control, but this work is managed by delegates as part of the day-to-day management work. Regular external audits are carried out for the quality systems according to the current regulations.

Information about Ortivus’ governing documents such as Group policies, manuals and guidelines is accessible at the company’s management system. Ortivus continuously provides the market with information about the Group’s financial position and development via, for example, interim reports, press releases and website. The Board of Directors has, given the size and situation of the company, only issue financial reporting in Swedish.