
BONESUPPORT HOLDING AB ANNUAL REPORT 2021 69
CORPORATE GOVERNANCE REPORT
sible for the company’s organization and the management of the
company’s aairs, for example by establishing targets and strategies,
securing procedures and systems for monitoring the established tar-
gets, continuously assessing the company’s nancial position and
evaluating the operational management. Furthermore, it is the Board
of Directors’ has the responsibility to ensure that true and correct infor-
mation is provided to the company’s stakeholders, that the company
complies with laws and regulations, and that the company develops
and implements internal policies and ethical guidelines. The Board of
Directors also appoints the company’s CEO and determines his/her
salary and other remuneration, based on the guidelines adopted by
the Shareholders Meeting.
The Board Members elected by the Annual General Meeting are elec-
ted annually at the Annual General Meeting for the term until the next
Annual General Meeting is held. According to the company’s Articles of
Incorporation, the Board of Directors is to consist of a minimum of three
and a maximum of eight members without alternates. According to the
Code, the majority of the Board Members elected by the Annual Gene-
ral Meeting must be independent of the company and its management.
Furthermore, at least two of the Board Members who are independent
in relation to the company and its management must also be indepen-
dent in relation to major shareholders. Major shareholders are sharehol-
ders who directly or indirectly control 10 percent or more of the total
shares and voting rights in the company. In determining whether or not
a Board Member is independent, an overall assessment is to be made of
all the circumstances which may call into question the independence of
the Board Member vis-à-vis the company, its management, or the major
shareholders. A Member of the Board who is employed or a Member of a
Board of Directors of a company that is a major shareholder is not consi-
dered to be independent. There are no further provisions in the Artic-
les of Incorporation concerning the appointment and resignation of
Members of the Board or amendments to the Articles of Incorporation.
All Board Members elected by the Annual General Meeting, except
Björn Odlander, are independent of the major shareholders, and all
Board Members elected by the Annual General Meeting are indepen-
dent of the company and its management. Björn Odlander is indepen-
dent in relation to the company and its management, but not in relation
to major shareholders as he is a partner of HealthCap. As indicated, the
Board of Directors is of the view that the company fulls the Code’s
requirement in regard to independence. The Board of Directors’ mem-
bers, own and closely related parties’ holdings and the year in which
they were elected are presented on the page 73 of the Annual Report.
The Board of Directors follows a written Rules of Procedure, which is
reviewed annually and adopted at the statutory Board of Directors
meeting. The Rules of Procedure govern, among other things, the Board
of Directors’ working methods, duties, responsibilities, decision-making
within the company, the Board of Directors’ meeting agenda, the duties
and responsibilities of the Chairman of the Board, and the allocation
of responsibilities and duties between the Board of Directors and the
CEO. The Instruction regarding nancial reporting and the Instruction
to the CEO are also adopted in connection with the statutory Board of
Directors meeting.
The work of the Board of Directors is also carried out on the basis of an
annual plan, which fullls the Board of Directors’ need for information.
In addition to meetings of the Board of Directors, the Chairman of the
Board of Directors and the CEO have an ongoing dialogue concerning
the management of the company.
The Board of Directors meets according to a pre-determined annual
schedule and shall, in addition to the statutory Board of Directors
meeting, hold at least six ordinary Board of Directors meetings between
each Annual General Meeting. In addition to these meetings, extraordi-
nary meetings may be arranged to deal with matters that cannot wait
until any of the regular meetings. The work of the Board of Directors
during the year has followed the framework described above. Thirteen
meetings were held in 2021. See the table below for the attendance record.
Board Member Meetings
Lennart Johansson 13/13
Håkan Björklund 13/13
Björn Odlander 13/13
Lars Lidgren 12/13
Tone Kvåle 13/13
The work of the Board of Directors is evaluated annually with the pur-
pose of further developing the Board of Directors’ working methods
and eciency. The Chairman of the Board is responsible for the evalua-
tion, and for presenting it to the Nomination Committee. The purpose
of the evaluation is to obtain an idea of the Board Members’ views on
how the work of the Board of Directors is conducted and what mea-
sures could be taken to streamline the work of the Board of Directors,
and whether the Board of Directors is well balanced in terms of skills
and expertise. The evaluation is an important basis for the Nomination
Committee in preparation for the Annual General Meeting.
The Chairman of the Board conducted an evaluation with all Members
of the Board in 2021. The results of the evaluation have been reported to
and discussed by the Board of Directors and the Nomination Committee.
Remuneration to the Board of Directors
The directors’ fees to be paid to the Members of the Board elected
by the Annual General Meeting are decided by the Annual General
Meeting. In the preparation of the 2022 Annual General Meeting, the
Nomination Committee will make proposals in regard to the directors’
fees. At the Annual General Meeting held on May 19, 2021, it was resol-
ved that a directors fee of SEK 375,000 would be paid to the Chairman
of the Board and SEK 200,000 would be paid to each of the other Mem-
bers of the Board who are not employed by the company. In addition,
it was decided that remuneration for work related to the committee
is to be paid in the amount of SEK 125,000 to the Chair of the Audit
Committee, and SEK 70,000 to each of the other members of the Audit
Committee, and in the amount of SEK 50,000 to the Chair of the Remu-
neration Committee and SEK 25,000 to each of the other members of
the Remuneration Committee. For the 2021 nancial year, remuneration
was paid to the Members of the Board of Directors as set out in the
table below. All amounts are stated in SEK thousands. From the Annual
General Meeting held on May 19, 2020 to September 30, 2020, all Board
Members voluntarily waived 10 percent of their fees, and from January
11, 2021 to March 31, 2021, all Board Members voluntarily waived 10 per-
cent of their fees. The voluntary waivers took place in the same way as
the company’s management during the periods when the pandemic
created great uncertainty and impact on operations.