Corporate governance
Annual General Meeting
Pursuant to Swedish company law and ChronTech's Articles of Association, shareholders exercise their voting rights at the AGM to reach decisions regarding the composition of the Board and other central questions.
Board Procedures
The AGM on 30 March 2011 re-elected Thomas Lynch, Anders Vahlne, Matti Sällberg and William Hall. All members have been elected until the next AGM. The Board's tasks are formalised by the Swedish Companies Act's stipulations regarding corporate governance and the Articles of Association. The company also observes the rules of the First North marketplace.
An EGM on 19 August 2011 elected Dr John Climax, Dr Simon Kukes and Dr Prem Lachman as members of the Board until the end of the next AGM.
ChronTech is not obligated to apply the Swedish Corporate Governance Code.
Pursuant to the procedural rules adopted each year at the Board meeting following election, Board meetings must be held at least quarterly. In 2010, ChronTech's Board of Directors met on 11 occations.
Management
ChronTech's management group comprises the Chief Executive Officer (CEO), Head of Research and Chief Financial Officer. The CEO is responsible for implementing Board decisions and delegating the various issues to the members of the management group.
Organisational Resources
ChronTech has a compact in-house organisational structure with a broad array of collaboration partners and subcontractors. By maintaining a selection of collaboration partners, ChronTech has been able to bring in vital know-how and experience. Research is conducted by teams at some of Sweden's pre-eminent research institutions. Ensuring functional control of the external know-how associated with the company is the key to ChronTech's success.
Audit Committee
The Board of Directors has assessed that matters related to the audit of the company are of such importance that they should be prepared and resolved by the entire Board of Directors. Thus the Board of Directors has not established an audit committee.
Remuneration Committee
Considering ChronTech's current size, the Board of Directors has decided not to establish a remuneration committee. Accordingly, remuneration issues will be decided by the Board as a whole.
Nomination Committee
To ensure a thorough selection process and to garantee the quality and openess of nominations for Board elections, a Nomination Commitee was inaugurated in 2007, pursuant to an AGM resolution.
The task of the Nomination Commitee's members is to submit proposals for Board members and Board fees to the AGM 2011. The Nomination Commitee's members are Chairman of the Board Thomas Lynch, and Peter Horal. Either directly or through legal entities, both have substantial shareholdings in the company. In 2010, the commitee maintained a number of ongoing contacts.
Investor Relations
ChronTech's objective is to stimulate the interest of current and potential investors. ChronTech will always provide relevant, up-to-date and speedy communication. All its contacts with external markets are through the CEO and the Head of Research. ChronTech's website, www.chrontech.se, publishes all information on the company's progress and its stock.