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Share and shareholders

Share and shareholders



The share

The share



Shareholders
as of 31 December 2016
Amount of shares% of capital% of votes
Sandberg Development AB20,014,97853.6953.69
Swedbank Robur Fonder2,421,7616.506.50
Fredrik Tiberg, CEO1,512,5514.064.06
Gladiator1,374,6843.693.69
Catella Fondförvaltning1,129,0003.033.03
Backahill Utveckling877,1932.352.35
SEB S.A807,2742.172.17
Grenspecialisten Förvaltning774,5422.082.08
Fjärde AP-fonden765,3322.052.05
Enter Fonder625,0651.681.68
Other shareholders6,979,1068.58.5
In total37,281,486


Insider trading
At the Swedish FSA (Finansinspektionen) there is a public register of persons in publicly listed companies that are registered as so-called insiders. Changes in their ownership are updated published daily in the transparency list on the FSA website.

Analysts presently following Camurus

Carnegie Investment Bank AB (publ)
Erik Hultgård
Kristofer Liljeberg-Svensson

Svenska Handelsbanken
Peter Sehested


Prospectus

Prospectus

IPO introductionPDF
Offering circular



IR contact

IR contact

If you want to connect with us you are welcome to call us or send an email.

Investor Relations
Rein Piir
Vice President, Head of Investor Relations
0708-53 72 92
ir@camurus.com



Financial reports

Financial reports





Press releases

Press releases

 

Presentations

Presentations






Subscription

Subscription







Financial calendar

Financial calendar




Corporate governance

Corporate governance



Board of Directors

Board of Directors

In accordance with the Articles of Association, Camurus’ Board of Directors is to comprise a minimum of three and maximum of ten Board members elected by the AGM, for the period until the end of the next AGM. At the 2016 AGM, eight (8) Board members were elected. Camurus’ CEO is included among the Board of Directors and the company’s CFO functions as the Secretary to the Board. Other executives of Camurus participate at Board meetings to report on specific topics. According to the Code, a majority of the AGM-elected Board members must be independent in relation to the company and the company’s management. With the exception of CEO Fredrik Tiberg, all Board members are deemed to be independent in relation to the company and the company’s management. Five of these Board members are also deemed to be independent in relation to the company’s major shareholders. Camurus’ thus meets the requirements of the Code on independence.

Information about the Board members, with data about birth years, year of election to the Board of Directors, experience, ongoing and previous assignments, holdings of shares in the company is found here.


Management team

Management team

For information about current senior executives at Camurus, when they assumed their positions and their year of birth, education, experience, holdings in the Company and current and previous assignments, see here.


Camurus work with corporate governance

Camurus work with corporate governance

Camurus' corporate governance is based on the laws, regulations and recommendations applicable to listed companies, such as the Swedish Corporate Governance Code (the "Code"), the Nasdaq Stockholm Rule Book for issuers, Camurus Articles of Association and other rules and guidelines specific to the company. Camurus applies the Code.

The following PDF document describes this work. In the 2015 annual report this document is as part of the Directors report. The auditors' statement concerning this is on page 75.

Camurus work with corporate governance


Nomination committee

Nomination committee

Camurus' Nomination Committee and its duties include preparation and drafting of proposals regarding the election of members of the Board, the Chairman of the Board, the Chairman of the general meeting and auditor. In addition, the duties of the Nomination Committee also includes proposals concerning fees for the members of the Board, the members of any Board committees and the auditor. The annual general meeting held 3 May 2016 decided upon the following instruction for the Nomination Committee, to be valid until further notice.

The chairman of the Board shall, based on the ownership according to Euroclear Sweden AB as per 31 August of the year before the annual general meeting, contact the three largest shareholders in terms of voting, whom shall each be entitled to appoint one member who, together with the chairman of the Board, shall form the Nomination Committee. If any of the three largest shareholders waive their right to appoint a member of the Nomination Committee, the next shareholder in terms of size shall be given the opportunity to appoint a member. The CEO or other members of the management shall not be a member of the Nomination Committee.

The chairman of the Board is the convenor of the Nomination Committee’s first meeting. The Nomination Committee’s term lasts until a new Nomination Committee is appointed.

The composition of the Nomination Committee is to be announced no later than six months before the annual general meeting. At the same time all shareholders shall be informed about how the Nomination Committee can be contacted.

If a member resigns from the Nomination Committee before its work is completed a replacement may be appointed by the same shareholder. When significant changes in the ownership occur after the date the Nomination Committee was appointed, the Nomination Committee may, if it considers it necessary, decide to offer a new owner a position in the Nomination Committee in accordance with the principles above. Changes in the Nomination Committee shall be made public immediately.

The Nomination Committee shall prepare and propose the following to the coming annual general meeting:

• election of chairman at the general meeting,
• election of chairman of the Board and other members of the Board,
• fees to the Board, divided between the chairman and other members, and any fees for committee work,
• election of auditor and fee to the auditor and, when applicable,
• new principles for appointment of Nomination Committee.

No fees shall be paid to the members of the Nomination Committee. The Nomination Committee shall have the right to, upon approval by the chairman of the Board, charge the company with costs for e.g. recruitment consultants or other costs necessary for the Nomination Committee to fulfill its duties.

The Nomination Committee in respect of the AGM 2017 consists of the following persons:

Representatives Shareholders
Martin JonssonSandberg Development AB
Jan AnderssonSwedbank Robur Fonder
Pär JosefssonFredrik Tiberg
Per Olof WallströmBoard of Directors


Shareholders who wish to submit proposals to the Nomination Committee are welcome to contact the Nomination Committee at the company’s address. Proposals shall be submitted in due time before the Annual General Meeting, but not later than 15 February 2017, to ensure that the proposals can be considered by the Nomination Committee.


Audit committee

Audit committee

The main duties of the Audit Committee are to supervise the Company’s financial reporting, monitor efficiency in its internal controls, internal audit and risk management, and apprise itself of information regarding the audit of the annual report and consolidated financial statements, review and monitor the auditor’s impartiality and independence and, in so doing, take particularly into account whether the auditor provides Camurus with services other than audit services. The Audit Committee shall also assist the Nomination Committee with proposal to the general meeting for election of auditors. The Audit Committee has regular contacts with the auditors of Camurus. The members of the Audit Committee are Martin Jonsson (Chairman), Per Olof Wallström, Svein Mathisen and Marianne Dicander Alexandersson. The committee complies with the Companies Act’s requirements for independence and accounting and auditing expertise.


Remuneration committee

Remuneration committee

The main duties of the Remuneration Committee are to prepare decisions by the Board of Directors on issues concerning remuneration principles, remuneration and other employment terms for the CEO and other members of the Group management, and to monitor and assess ongoing programs for variable remuneration to the Group management, as well as such programs as have been completed during the year. Furthermore, the Committee shall monitor and assess the application of the guidelines for remuneration to the executive management resolved by the annual general meeting, as well as applicable remuneration structures and remuneration levels in the Company. The members of the Remuneration Committee are Per Olof Wallström (Chairman), Martin Jonsson, Svein Mathisen, and Kerstin Valinder Strinnholm. The Committee is assessed to comply with the Code’s requirements for independence and appropriate knowledge and experience in questions related to remuneration of executive management.


Remuneration

Remuneration

According to the Swedish Companies Act, the shareholders at the general meeting shall adopt guidelines regarding remuneration to the CEO and other executive managing. The following guidelines were adopted at the annual general meeting on 3 May 2016.

The total remuneration and the terms and conditions for the senior executives should correspond to relevant market conditions and will include a balanced composition of fixed salary, variable remuneration, pension benefits, other benefits as well as conditions for termination. Cash remuneration shall consist of fixed salary and variable remuneration. The fixed salary and, if applicable, variable remuneration is to be linked to the executive’s responsibility and authority. The variable remuneration is to be based on the outcome of predetermined well defined objectives. The variable cash remuneration is to be limited to forty (40) per cent of the fixed annual salary for the CEO and thirty (30) per cent of the fixed annual salary for the other senior executives. Share based programs shall be resolved by the general meeting. Programs for variable remuneration shall be designed in such a way as to enable the Board of Directors, if exceptional financial conditions prevail, to restrict or omit payment of the variable remuneration if such action is deemed reasonable and consistent with the company’s responsibility towards shareholders, employees and other stakeholders.

Pension benefits must be in accordance with the ITP-plan or otherwise premium-based and maximized at 35 percent of the total remuneration. Benefits other than fixed salary, variable remuneration and pension benefits must be applied restrictively. Fixed salary during the notice period and severance pay shall in total not exceed an amount equal to the fixed salary for 12 months; or for the CEO, the fixed salary for 18 months. The Board of Directors may derogate from these guidelines in certain cases if there are special reasons for doing so. Reasons for derogation must be reported at the next annual general meeting.

To the extent that a member of the Board performs work for the company, besides the board membership, consultant fee and other remuneration may be granted for such work. The remuneration shall correspond to relevant market conditions and shall, as well as other conditions, be determined by the Board.


Auditors

Auditors

Camurus auditor in charge is PricewaterhouseCoopers AB that was elected at the AGM 2016, with Ola Bjärehäll as responsible auditor. Ola Bjärehäll is certified auditor and member of FAR, the accountants’ professional body in Sweden.

The auditor audit the annual report and the accounting as well as the management by the Board of Directors and the CEO, and operate based on an audit plan which is adopted in consultation with the Board’s Audit Committee. In connection with the audit, the auditor report their observations to the Group management for verification, and thereafter to the Board of Directors through the Audit Committee. The auditor participate at the annual general meeting, presenting a brief description of the audit work.


Incentive programs

Incentive programs

In accordance with a decision by the Shareholder’s General Meeting in May 2016, an incentive program (TO2016 / 2019) for the company’s employees, under which a maximum of 550 000 warrants can be issued, was introduced. The dilution of a full utilization of the program corresponds to 1.5% of the share capital and voting rights. The number of warrants that have been issued are 550 000 and which give the right to subscribe for an equal number of shares during the period May 15, 2019 - December 15, 2019. The strike price for subscription of shares upon exercise of the transferred warrants was set at 99,50 SEK. The warrants were valued by an independent institute in accordance with the Black&Scholes model and were acquired by the participants at market value. As per December 31, 2016, 47 employees had chosen to participate in TO2016/2019 and subscribed for 404 300 warrants. Remaining subscription warrants have been reserved for future recruitments.


Articles of association

Articles of association

The Articles of Association are adopted by the Annual General Meeting and outline a number of mandatory tasks of a fundamental nature to the company.

Bolagsordning.pdf




Annual general meeting

Annual general meeting

Camurus’ Annual General Meeting 2017 will be held in Lund on 3 May 2017. Shareholders who wish to have a matter addressed at the AGM should, to ensure that the proposal may be considered, send such proposal to the Board of Directors (at the company’s address) no later than 15 March 2017.





Important information

The information contained in this section of Camurus AB’s (the "Company") website is not intended for, and must not be accessed by, or distributed or disseminated, directly or indirectly, in whole or in part, to persons resident or physically present in the United States of America (including its territories and possessions, any state of the United States and the District of Columbia, the "United States"), Canada, Japan, Australia, New Zealand, South Africa, Hong Kong, Singapore or any jurisdiction where to do so might constitute a violation of the local securities laws or regulations of such jurisdiction, and does not constitute an offer to sell or the solicitation of an offer to buy or acquire, any ordinary shares or other securities of the Company in the United States, Canada, Japan, Australia, New Zealand, South Africa, Hong Kong, Singapore or any jurisdiction where to do so might constitute a violation of the local securities laws or regulations of such jurisdiction. Any securities of the Company referred to on this website (the "Securities") have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold within the United States absent registration or pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. The Securities have also not been and will also not be registered under the applicable securities laws of Canada, Japan, Australia, New Zealand, South Africa, Hong Kong or Singapore and, subject to certain exemptions, may not be offered or sold in or into or for the account or benefit of any person having a registered address in, or located or resident in, Canada, Japan, Australia, New Zealand, South Africa, Hong Kong or Singapore. There will be no public offer of the Shares in Canada, Japan, Australia, New Zealand, South Africa, Hong Kong or Singapore. Access to the information and documents contained on the following websites may be illegal in certain jurisdictions, and only certain categories of persons may be authorized to access such information and documents. All persons residing outside of Sweden who wish to have access to the documents contained on this website should first ensure that they are not subject to local laws or regulations that prohibit or restrict their right to access this website, or require registration or approval for any acquisition of securities by them. No such registration or approval has been obtained outside Sweden. The Company assumes no responsibility if there is a violation of applicable law and regulations by any person