Probi, its Board of Directors and Nomination Committee apply the Swedish Code of Corporate Governance.
See the Corporate Governance reports here.
Articles of Association
Articles of Association of Probi Aktiebolag (publ) Corp. Reg. No. 556417-7540
The company’s name is Probi Aktiebolag (publ).
The registered office of the Board of Directors shall be situated in the Municipality of Lund, Skåne County, Sweden.
The company shall engage, directly or through subsidiaries, in the development, manufacture and marketing of products stimulating growth and/or regulating the natural microbial flora in humans, and undertake any other operations compatible therewith.
The company’s share capital shall amount to not less than SEK 40,000,000 and not more than SEK 160,000,000.
The company shall have not less than 8,000,000 shares and not more than 32,000,000 shares.
The Board of Directors shall consist of three to seven members, with not more than two deputies.
The company shall have one auditor, with or without one deputy. The auditor shall be an authorised public accountant or firm of authorised public accountants.
Notices of General Meetings shall be published in Post- och Inrikes Tidingar (Swedish Official Gazette) and on the company’s website. That the notice has been issued shall be published in Dagens Industri.
The following items of business shall be addressed at the company’s Annual General Meeting:
- Election of chairman of the meeting;
- Preparation and approval of the voting list;
- Approval of the agenda for the meeting;
- Election of one or two persons to verify the minutes;
- Determination of whether the meeting has been duly convened;
- Presentation of the Annual Report and the auditors’ report and, where applicable, the consolidated financial statements and the auditors’ report for the Group;
- Resolutions concerning: (a) adoption of the income statement and the balance sheet and, where applicable, the consolidated income statement and the consolidated balance sheet; (b) disposition of the company’s profits or losses pursuant to the adopted balance sheet; (c) discharge of the members of the Board of Directors and the President from liability.
- Determination of the fees to be paid to the Board of Directors and the auditors;
- Determination of the number of members and deputy members of the Board of Directors and, where applicable, the number of deputy auditors;
- Election of members of the Board of Directors and, where applicable, deputy members and auditors and deputy auditors;
- Other matters which rest upon the General Meeting pursuant to the Swedish Companies Act or the Articles of Association.
The company’s financial year shall be the calendar year.
The company’s shares shall be registered in a central securities depository register in accordance with the Swedish Financial Instruments Accounts Act (1998:1479).
In order to be entitled to participate in a General Meeting, shareholders shall notify the company of their intention not later than 4:00 p.m. on the day stipulated in the notice convening the general meeting. This day must not be a Sunday, any other public holiday, a Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and must not be earlier than the fifth weekday prior to the general meeting.
Assistants to the shareholder shall be entitled to attend the general meeting only if the shareholder has notified the company of the number of assistants (not more than two) in the manner set out above.
This Article of Association has been approved at the Annual General Meeting on 22 April 2010.
Annual General Meeting
At the 2015 Annual General Meeting, Deloitte AB was appointed as the company’s auditor, with Authorised Public Accountant Per-Arne Pettersson as Auditor-in-Charge until the close of the next Annual General Meeting.
Probi’s Nomination Committee prior to the 2016 Annual General Meeting comprises the following individuals:
- Heinz-Jürgen Bertram, Symrise
- Bengt Jeppsson, Professor in the surgery unit, Lund University
- Jannis Kitsakis, 4:e AP-fonden
The Nomination Committee’s principal tasks are to:
- Evaluate the Board’s composition and duties.
- Prepare proposals to be presented to the Annual General Meeting for the election of Board Members and Chairman of the Board and remuneration of these individuals.
- Prepare proposals to be presented to the Annual General Meeting, when appropriate, concerning auditors and auditors’ fees.
Shareholders who would like to contact the Nomination Committee may do so by letter addressed to “Nomination Committee, Probi AB, att: Sofie Forsman, Ideon Gamma 1, SE-223 70 Lund, Sweden” or by e-mailing sofie [dot] forsman [at] probi [dot] se
Work procedures of the Board
According to Probi's Articles of Association, the Board shall consist of not less than three and not more than seven Board members, with not more than three deputies.
Each year, the Board of Directors prepares a formal work plan regulating the division of the work and responsibilities of the Board, the Chairman of the Board and the CEO. The Board is ultimately responsible for Probi's organisation and the administration of the company's affairs.
The Board decides on major changes to the company's organisation and business goals, and whether to appoint or dismiss the CEO. The Board's responsibilities include evaluating and determining strategies, business plans and budgets. The Board also adopts quarterly reports and the year-end report.
The Chairman of the Board is responsible for continuously monitoring the company and ensuring that all Board members regularly receive the relevant information required to analyse and evaluate Probi. The Chairman must consult with the CEO on strategic issues, supervise Board meetings and ensure that Board matters are not in contravention of the regulations regarding conflicts of interest stipulated by the Swedish Companies Act.
The Board annually establishes terms of reference for the CEO containing guidelines for the day-to-day administration, accounting, asset management and internal control of the company. These terms of reference also cover the CEO's authorisation and disclosure requirements in relation to the Board.
Probi's Remuneration Committee consists of the Board in its entirety. The Remuneration Committee determines salaries and remuneration for the CEO and the principles for salaries and remuneration of other senior executives. The Remuneration Committee continually reviews terms and conditions of employment and benefits to senior executives.
Probi's Audit Committee consists of the Board in its entirety. The Board is in regular contact with the auditors, who personally report their findings at least twice annually. The auditors also provide information regarding the areas that future audits will specifically address, while the Board informs the auditors about issues or areas that it wishes to highlight.
Probi shall offer a market-based total remuneration package that facilitates the recruitment and retention of senior executives. The remuneration paid to company management shall comprise a fixed salary, variable salary, pension and other remuneration. Collectively, these components make up the individual’s total remuneration package.
The fixed salary shall take into account the individual’s areas of responsibility and experience. The variable salary portion shall be based on the individual’s fulfilment of quantitative and qualitative goals and shall amount to a maximum of 50% of fixed salary. Other remuneration and benefits shall be market-based and shall help promote the executive's ability to carry out his or her duties.
Company management's contracts of employment include termination provisions. These contracts state that employment may usually be terminated at the employee's request with a three- to six-month notice period and, at the company's request, with a six- to twelve-month notice period. The individual's salary shall remain unchanged during the notice period.
The Remuneration Committee shall be entitled to waive the abovementioned guidelines if, in the opinion of the Board, and on a case-by-case basis, special grounds exist to justify such a departure.