Auditors
Remuneration
Incentive program
Management
Board Of Directors
Committees
Nomination Committee
General Meeting
Articles Of Association
Governance Structure
Corporate Governance Reports

Board Of Directors

After the general meeting, the board of directors is the Company’s highest decision-making body. The Board of Directors shall be responsible for the organization and management of the Company’s affairs, for example by establishing targets and strategies, securing procedures and systems for monitoring of set targets, continuously assess the Company’s financial position and evaluate the operational management.

Furthermore, the Board of Directors is responsible for ensuring that correct information is given to the Company’s stakeholders, that the Company complies with laws and regulations and that the Company prepares and implements internal policies and ethical guidelines. The Board of Directors also appoints the Company’s CEO and determines his or her salary and other remuneration on the basis of the guidelines adopted by the general meeting.

The Board of Directors has its registered office in Stockholm. According to Xbrane’s articles of association, the Board of Directors shall consist of no less than three (3) and no more than ten (10) members. The Board of Directors currently consists of seven members, elected by the annual general meeting held 4 May, 2023.

Board Members

Chairman of The Board

Anders Tullgren

Anders has over 35 years of global experience in the pharmaceutical industry and has had senior leadership roles in the United States, Germany, France, the United Kingdom and the Nordic region. The latest role he left in 2017 was as President of the Intercontinental region of Bristol Myers Squibb with responsibility for over 30 countries, 5,000 employees and a turnover of over 20 billion SEK. He is chairman of the board of BerGenBio, Norway and Farmalisto, Colombia. Anders is board member of Branding Science Ltd, UK and member of the Business Development and Launch Committee of the Board of Directors for Norgine.  He holds a MSc in Pharmacy from Uppsala University.

Chairman of the Board since 2018

Shares: 70,484

Independent in relation to the company and company management and major shareholders

Board Member

Prof. Peter Edman

Peter has an extensive experience in drug development from the pharmaceutical industry and has held a number of senior research leadership positions within Orexo, Sobi, Biovitrum, AstraZeneca, Astra and Pharmacia. He has also held a position as Associate Professor at the Swedish Medical Product Agency. In addition, Peter has been Professor in Pharmaceutical Formulation and Adjunct Professor in Drug Delivery at the Faculty of Pharmacy, University of Uppsala.

Board member since 2015

Shares: 15,000

Independent in relation to the company and company management and major shareholders

Board Member

Karin Wingstrand

Karin, who holds a Master’s degree in Pharmaceutical Science from Uppsala University, has long and solid experience from the international pharmaceutical industry with senior positions in regulatory, pharmaceutical and analytical R&D, project management and clinical development. The most recent assignment was as global manager and vice president of clinical development at AstraZeneca. Karin is a board member of Mevia AB, T-company AB, Aqilion AB, Xintela AB, Histolab products AB and Integrum AB.

Board member since 2015

Shares: 25,480

Independent in relation to the company and company management and major shareholders

Board Member

Eva Nilsagård

Eva Nilsagård holds a Executive MBA in Economics and a Bsc in accounting and finance from School of Business, Economics and Law in Gothenburg. Eva is the founder and CEO of Nilsagård Consulting AB which offers assignments as CEO and CFO. Previously, Eva has, among other things, served as CFO of Plastal Industry and Vitrolife, Senior Vice President Strategy & Business Development at Volvo Group and held senior positions in finance and business development in, for example, Volvo, AstraZeneca and SKF. Eva is a board member and chairman of the audit committee of Addlife, Bufab and Irras and board member of SEK (Swedish Export Credit Company). Eva has more than ten years of experience as a mentor for young female managers with high potential.

Board member since 2019

Shares: 4,000

Independent in relation to the company and company management and major shareholders

Board Member

Ivan Cohen-Tanugi

Ivan Cohen-Tanugi holds a M.D. from Grenoble School of Medicine and master in business administration from H.E.C Business School. Ivan led the development of the Global Biosimilar platform & portfolio at Teva from R&D to BD and commercialization, then led the US commercial division (Teva Biologics & Specialty Products) focusing on Biosimilars, Branded Generics and Niche Specialties. More recently Ivan, amongst other things, was interim CEO and board member of Kuros Biosciences AG, CEO president of the board of Evevensys Biotechnology. Ivan has also held positions as Head Europe/International Business Unit Nephrology at AMGEN International and Vice President.

Board member since 2019

Shares: –

Independent in relation to the company and company management and major shareholders

Board Member

Mats Thorén

Mats has studied economics and business economics at Stockholm School of Economics, as well as studies in medicine at Karolinska Institutet in Stockholm. He has over 20 years of experience in the financial market where he has worked primarily in the Life Science sector both as an analyst and in Corporate Finance. For 12 years, Mats has been a professional investor and manages its own company, Vixco Capital, with a focus on investments. Mats has previous board experience from C-Rad AB, Cellartis AB and MIP Technologies AB. Mats is currently a board member of Arcoma Aktiebolag and Arcoma Incentive AB, board member and CEO of Vixco Capital AB and deputy board member of Eggelbertus Holding AB and board member of Herantis Pharma Oy.

Board member since 2020

Shares: 4,000

Independent in relation to the company and company management and major shareholders

Board Member

Kirsti Gjellan

Kirsti holds a Master of Science and a Ph.D. in Pharmaceutical technology from the University of Oslo and more than 30 years of experience from the International Life Science and Pharmaceutical industries. With roles such as Managing Director for Pfizer Health AB and, Global head of manufacturing, quality operations, biologics process development and supply at Swedish Orphan Biovitrum AB (Sobi).  She has previously held leading positions at AstraZeneca, Pfizer and Sobi. Current assignments as Board Executive of Bio-Works Sweden AB and, Envirotainer Holding AB. Previous board assignments at Vinnova funded PiiA, SwedenBio, OxThera AB and, Pfizer Health AB.

Board member since 2022

Shares: 2,500

Independent in relation to the company and company management and major shareholders

NameBoard positionBoard member sinceIndependent in relation to the company and its shareholdersIndependent in relation the major shareholdersHoldings in Xbrane - sharesHoldings in Xbrane - warrantsHoldings in Xbrane - convertibles
Anders TullgrenChairman of the Board2018YesYes70,484--
Peter EdmanBoard member2015YesYes15,000--
Karin WingstrandBoard member2015YesYes25,480--
Eva NilsagårdBoard member2019YesYes4,000--
Ivan Cohen-TanugiBoard member2019YesYes---
Mats ThorénBoard member2020YesYes4,000--
Kirsti Gjellan Board member2022YesYes2,500--

According to the Swedish Corporate Governance Code (the “Code”), the majority of the Board members elected at the annual general meeting shall be independent of the Company and its management. In determining whether or not a Board member is independent, an overall assessment shall be made of all the circumstances that could call into question the independence of the Board member in relation to the Company or its management. According to the Code, at least two of the Board members who are independent in relation to the Company and its management shall also be independent in relation to major shareholders. Major shareholders are defined as shareholders who directly or indirectly control 10 percent or more of all shares and voting rights in the Company. To determine a Board member’s independence, the extent of the member’s direct and indirect relationships with the major shareholder must be considered for the assessment. A Board member who is an employee or a Board member of a company that is a major shareholder is not considered to be independent.

As indicated above, the Board of Directors believes that the Company fulfils the Code’s requirement in regard to independence.

 

Chairman of the Board of Directors

The role of the Chairman is to lead the Board of Director’s work and to ensure that the work is carried out efficiently, and that the Board of Directors fulfils its obligations. The Chairman shall, through contact with the CEO, monitor the development of the Company and ensure that Board members regularly receive from the CEO the information needed to be able to monitor the Company’s financial position, financial planning and development. The Chairman shall also consult with the CEO on strategic issues and verify that the Board of Director’s decisions are implemented in an effective manner.

The Chairman is responsible for contacts with owners in respect of ownership matters and to communicate the viewpoints of the owners to the Board of Directors. The Chairman does not participate in the operative work within the Company. The Chairman is also not part of the group management.

 

Work of the Board of Directors

The Board of Directors adheres to written rules of procedure which are revised annually and are set at the constituting Board meeting. The rules of procedure regulate, among other things, the practice of the Board of Directors, tasks, decision-making within the Company, the Board of Director’s meeting agenda, the Chairman’s duties and allocation of responsibilities between the Board of Directors and the CEO. Instruction for financial reporting and instructions for the CEO are also determined in connection with the constituting Board meeting.

The Board of Director’s work is also carried out based on an annual briefing plan which fulfils the Board’s need for information. The Chairman and the CEO maintain, alongside the Board meetings, an ongoing dialogue on the management of the Company.

The Board of Directors meets according to a pre-determined annual schedule and in addition to the inaugural meeting, the Board shall hold at least six ordinary Board meetings between each annual general meeting. In addition to these meetings, extra meetings can be arranged for processing matters which cannot be referred to any of the ordinary meetings.