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CANTARGIA AB (PUBL) 556791-6019
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ANNUAL REPORT 2022
Board committees
The Board has established an Audit Committee, a Remuner-
ation Committee, and a Drug Development committee. The
members of the committees are appointed at the inaugural
Board meeting and the committees’ activities and author-
ity are regulated in the committees’ terms of reference. The
matters addressed at the meetings of the committees are
minuted and a report is presented at the following meeting
of the Board.
Audit Committee
The Company’s Audit Committee consists of three members:
Anders Martin-Löf (Chairman), Magnus Nilsson, and Karin
Leandersson. The Audit Committee shall, without prejudice
to other responsibilities and duties of the Board, monitor
the Company’s financial reporting, monitor the effectiveness
of the Company’s internal control, internal auditing and risk
management, keep itself informed on the audit of the an-
nual accounts and consolidated financial statements, and
on the conclusions presented in the quality control report
of the Swedish Inspectorate of Auditors, assess and moni-
tor the impartiality and independence of the auditor, paying
particular attention to whether the auditor provides other
services than auditing to the Company, and assist in drafting
proposed resolutions on the choice of auditors for adoption
by the shareholders’ meeting.
Remuneration Committee
The Company’s Remuneration Committee consists of three
members: Damian Marron (Chairman), Magnus Persson and
Thoas Fioretos. The Remuneration Committee is tasked with
preparing proposals for remuneration principles, and remu-
neration and other terms of employment for the CEO and
other senior executives.
Drug development Committee
The Board has established a Drug Development Committee
consisting of three members: Flavia Borellini (chairman),
Magnus Persson and Patricia Delaite. The Drug Develop-
ment Committee shall act as an advisor and discussion
partner for the company management in scientific and
strategic issues concerning the development of the com-
pany’s project portfolio.
Remuneration
Fees and other remuneration of Directors, including the
Chairman, are determined by the shareholders’ meeting. At
the Annual General Meeting on 23 May 2022, it was resolved
that Directors’ fees of SEK 550,000 to the Chairman of the
Board and SEK 250,000 to each of the other ordinary Direc-
tors be paid for the period until the end of the Annual General
Meeting 2023. It was also resolved that the Chairman of the
Audit Committee should receive SEK 95,000 and the other
members of the Audit Committee SEK 40,000 each, and
that the Chairman of the Remuneration Committee receive
SEK 40,000 and the other members of the Remuneration
Committee SEK 20,000 each and that the Chairman of the
Drug development Committee should receive SEK 230, 000
and the other members of the Drug development Commit-
tee SEK 50 000 each. It was further resolved that, for each
physical Board meeting (up to a maximum of six meetings)
that is held in Sweden and attended by the Director, a meet-
ing fee of SEK 20,000 be paid to each Director living outside
the Nordic region.
Evaluation
The Chairman of the Board ensures that an annual evalua-
tion of the work of the Board is carried out in which the Direc-
tors are given an opportunity to present their views on Board
practices, Board meeting materials, their own and other Di-
rectors’ contributions as well as the scope of the duties. The
results of the evaluation have been discussed by the Board
and presented by the Chairman of the Board to the Nomina-
tion Committee. It is considered that the combined expertise
of the Board is appropriate for the Company’s activities and
goals. The Board is considered to function very well, with all
members making constructive contributions to discussions
on strategy as well as the governance of the Company. The
dialogue between the Board and management is also con-
sidered to be good. The Board continually evaluates the work
of the Chief Executive Officer by monitoring the Company’s
progress towards the defined goals.
CHIEF EXECUTIVE OFFICER AND
MANAGEMENT
The Chief Executive Officer reports to the Board of Direc-
tors and is responsible for the Company’s day-to-day man-
agement and the operations of the group. The division of
responsibilities between the Board and CEO is defined in the
rules of procedure for the Board and the terms of reference
for the CEO. Under the instructions for financial reporting, the
CEO is responsible for financial reporting in the Company and
is therefore required to ensure that the Board receives suf-
ficient information to enable it continuously to evaluate the
Company’s financial position.
The CEO shall keep the Board continuously informed about
the development of the Company’s business, its sales perfor-
mance, earnings and financial position, its liquidity and credit
situation, significant business events and any other event, and
any other event, circumstance or relationship that may be of
material importance to the Company’s shareholders.
To assist him in his activities, the CEO has appointed a
management team. For a more detailed presentation of
the CEO and other members of the management team, see
page 79-80.
Remuneration
At the Annual General Meeting on 27 May 2020, it was re-
solved to adopt guidelines for remuneration of the CEO and
other senior executives in accordance with what is stated on
page 35 of the annual report.
For information on the remuneration paid to the CEO and
other senior executives in the financial year 2022, see Note
18 on page 56 of the annual report.
CORPORATE GOVERNANCE