Brighter’s view on the global SDG 3 goal – Good health and well-being for all.
The United Nations 2030 Agenda for Sustainable Development comprises 17 universal Sustainable Development Goals (SDGs) that will guide UN policy and funding, beginning with an historic pledge to end poverty.
The world’s leaders adopted the Agenda in September 2015, and Brighter supports the ambitious 17 goals and the 169 targets. In particular, we embrace the recognition of the growing burden of diabetes and the importance of tackling this huge challenge, as well as the challenge presented by other non-communicable diseases (NCDs).
We believe the targets are interlinked, and that cooperation between companies and governments, in combination with smart digital solutions, is fundamental to achieving them. The SDG approach will help to spur momentum towards improving quality of life for people around the globe.
Legislation and the articles of association.
Brighter is a Swedish public limited company and is governed by Swedish legislation, mainly the Swedish Companies Act (2005:551) and the Swedish Annual Accounts Act (1995:1554). The company is listed on Nasdaq First North Growth (First North) and applies the First North Rulebook. In addition to legislation and the First North Rulebook, the Company’s articles of association and its internal guidelines for corporate governance form the basis for the Company’s corporate governance. The articles of association, available on the Company’s website, contain, among other things, the seat of the board of directors, the focus of its business activities, the limits for the share capital and number of shares and the conditions for participation at general meetings.
Swedish Corporate Governance Code.
The Swedish Corporate Governance Code (“the Code”) constitutes a higher standard for good corporate governance than the minimum requirements in the Companies Act and will be applied by all companies the shares of which are traded on a regulated stock market in Sweden. Currently the code is not binding for companies with shares listed on First North. The code constitutes important guidance for the Company’s internal guidelines related to corporate governance.
Annual General Meeting.
The shareholders exercise their influence over the Company at the Annual General Meeting which is the Company’s highest decision-making body. The AGM is empowered to decide on any matter that concerns the Company and which is not expressly under the exclusive competence of another corporate body. Thus, the general meeting has a sovereign role over the Board of Directors and the Chief Executive Officer.
Notices, minutes and press releases from general meeting will be available on the Company’s website. At the Annual General Meeting, which according to the Swedish Companies Act should be held within six months after the end of the fiscal year, resolutions must be passed on adoption of the income statement and balance sheet for the Parent Company and Group, allocation of the Company’s profit or loss, discharge from liability for the Board of Directors and the CEO, elections of Members of the Board of Directors and auditors and on remuneration for the Board of Directors and Auditors. At general meetings, shareholders also resolve on other key matters, such as amending the articles of association, a possible new issue of shares etc.
If the Board of Directors considers there are reasons to hold a general meeting before the next ordinary Annual General Meeting, or if an auditor in the company or shareholders holding a minimum ten percent of the shares in the company request it in writing, the Board of Directors shall convene an extraordinary general meeting.
Notice shall be published in the Swedish National Gazette (Post- och Inrikes Tidningar) and by making the notice available on the Company’s website. Furthermore, information regarding the notice shall be advertised in Svenska Dagbladet. Notice of the Annual General Meeting shall be published no earlier than six weeks and no later than two weeks before the meeting.
All Brighter shareholders who are registered as such in the Euroclear Sweden official register of shareholders on record day, immediately before the general meeting, have the right to attend and vote at general meetings either in person or via proxy, by giving notice of participation to the company no later than the date specified in the invitation to the meeting. Shareholders may be accompanied by assistants at general meetings upon notification. Every shareholder of the company that submits a case with sufficient advance notice, has the right to have their case discussed at the general meeting.
To be able to determine who is entitled to attend and vote at general meetings, Euroclear shall, upon the Company’s request, supply the Company with a list of all holders of shares per the record date in connection with each general meeting. Shareholders who have their shares nominee-registered need to instruct the nominee to register the shares temporarily in the name of the shareholder in order to be entitled to attend and vote for their shares at the Annual General Meeting (voting rights registration). Such registration must be completed no later than on the applicable record date and ceases to be in force once after the record date. Shareholders who have their shares directly registered on an account in the Euroclear system will automatically be included in the list of shareholders.
The chair of the board shall receive a mandate to no later than 30 November each year contact the three shareholders holding shares representing the highest number of votes in the company as of the 30 September the same year, and ask them to nominate a representative each, who together with the chair of the board will constitute the nomination committee for the period up until a new nomination committee is appointed according to the mandate from the next annual general meeting. Which three shareholders holding shares representing the highest number of votes in the company shall be established against available ownership statistics or other shareholder data. A group of two or more shareholders (shareholder group) who have notified the chair of the board that they wish to participate jointly in the nomination committee’s work will also be considered a shareholder.
If any shareholder or shareholder group waives their right to nominate a representative, the shareholder or shareholder group next in order, in relation to the number of votes, shall be offered to nominate a representative. Owners who is not among the ten largest shareholders (i.e. representing the highest number of votes) shall however never be offered to nominate a representative. The names of the members of the nomination committee must be announced no later than four months before the annual general meeting. The largest shareholder in terms of votes who wishes to participate in the nomination committee should also be the nomination committee’s chairman and responsible for convening meetings. The chairman of the nomination committee has casting vote at equal number of votes.
As soon as a new nomination committee has been appointed in accordance with the above principles, it will replace the previous nomination committee. Shareholders who wish to participate in a shareholder group prior to this process must notify the chair of the board without delay.
If, during the term of the nomination committee, one or more of the shareholders/ shareholder groups, who have nominated members of the nomination committee, is no longer one of the three largest shareholders/shareholder groups in terms of votes, then any member nominated by those shareholders/shareholder groups must make their seat available and the shareholder/shareholder group which has become one of the three largest shareholder in terms of votes shall nominate its representative. If, however, such change occurs later than two months before the annual general meeting or if only marginal changes in the number of votes have taken place, no changes shall take place in the composition of the nomination committee unless there are special reasons.
A shareholder/shareholder group who has nominated a member of the nomination committee is entitled to dismiss such member and nominate a new member. Should a member of the nomination committee resign before the committee’s work is completed, the shareholder/shareholder group who nominated the member will be entitled to nominate a replacement. Changes in the composition of the nomination committee shall be made public on the company’s website without delay.
The nomination committee shall complete the tasks that pertains to it under the Swedish Code of Corporate Governance, which as of the date of this proposal means that it will present the following proposals to the next annual general meeting: (a) proposal for board directors, (b) proposal for auditor, (c) proposal for chair of the board, (d) proposal for remuneration to be paid to the directors, the chair of the board and remuneration for work in the committees, (e) proposal for remuneration to the auditor, (f) proposal for a chair of the annual general meeting and (g) a new instruction to the nomination committee if deemed necessary. The nomination committee shall give its proposals to the board no later than four weeks before the annual general meeting.
These nomination committee instructions shall be valid until the annual general meeting of Brighter AB resolves to adapt new nomination committee instruction.
The current Nomination Committee comprises Dennis Westermark, Niclas Stenberg and Truls Sjöstedt. The Nomination Committee has appointed Dennis Westermark as Chair. The appointments have been made in accordance with the instructions regarding principles for the appointment of the Nomination Committee that were resolved at the Annual General Meeting of Brighter on 9 May 2019.
Board of Directors
After the Annual General Meeting, the Board of Directors is the Company’s highest decision-making body. The Board of Directors is also the Company’s highest executive body and the Company’s representative. Furthermore, according to the Swedish Companies Act, the Board of Directors is responsible for the organization and management of the Company’s affairs, shall continuously assess the Company’s financial position and ensure that the Company’s organization is designed so that accounting, asset management and the Company’s financial situation is controlled in a secure manner. The Chair of the Board of Directors has a particular responsibility to lead and monitor the performance of the Board of Directors in its statutory duties.
According to the articles of association, the Board of Directors shall consist of not less than three (3) and no more than ten (10) members, with up to two (2) deputies. Board members are elected annually at the Annual General Meeting until the end of the next annual general meeting. There is no limit to the period a member can sit on the Board of Directors. The role of the board includes establishing the company’s general goals and strategies, supervising larger investments, ensuring there are satisfactory checks on place to ensure the company is in compliance with laws and other rules that apply for the company’s business activities and the company’s compliance with internal guidelines. The responsibilities of the Board of Directors also include ensuring that the company’s disclosure to the market and investors is transparent, correct, relevant and reliable as well as appointing, evaluating and if necessary discharging the company’s CEO.
In accordance with the Companies Act the board of directors has adopted written rules of procedure for its work, which are evaluated, updated and re-adopted annually. The board of directors meets regularly in accordance with a program set out in the rules of procedure that contains certain permanent items and certain items applicable as necessary.
Audit Committees are regulated through the Swedish Companies Act. Remuneration Committees are regulated through the Code. In this regard, the provisions of the Swedish Companies Act apply only to companies whose shares are traded in a regulated market. This does not include First North and, as noted above in this section, the Code is not binding on the Company. However, the board has established a remuneration committee and an audit committee. The preparatory work of these committees simplifies the work of the Board of Directors. However, all decisions are taken by the Board of Directors.
It is the responsibility of the Company’s Board of Directors to scrutinize and ensure the transparency of the Company’s operations through reports and contact with the Company’ auditors.
The board has convened on twenty five occasions during the year. The matters that have principally been addressed and the object of decisions, concern the company’s organization and structure, financial development, product development towards production, growth strategy, financing, plus sales both internationally and in Sweden. The work is governed by the Articles of Association that primarily regulate the work in the Board, the division of work between the Board and the Chief Executive Officer (CEO), the CEO’s responsibilities, and the instructions for financial reporting. The Nomination Committee meets on a regular basis and before each Annual General Meeting.
The CEO and other senior executives.
The Company’s CEO, in accordance with the provisions of the Companies Act, carries on the ongoing management of the Company in accordance with the guidelines and instructions of the Board of Directors. Measures which, in view of the scope and nature of the Company’s activities, are of an unusual nature or of great significance, fall outside of “day-to-day management” should therefore, as a general rule, be prepared and referred to the Board of Directors for a decision.
The CEO shall also take the measures necessary to fulfill the Company’s accounting procedures in accordance with legislation so as to manage assets in a secure manner. The CEO is subordinate to the Board of Directors and the Board of Directors can decide on matters that are part of day-to-day management itself. The work and the role of the CEO and the division of work between the Board of Directors and the CEO is determined in written guidelines established by the Board of Directors (CEO instructions) and the Board of Directors is to continuously evaluate the work of the CEO.
Internal control and audit.
In accordance with the Companies Act, the company board is liable for the company organization and management of the company’s business matters, for continuously evaluating the financial situation of the company and the group and for ensuring the company’s organization is structured such that accounting, financial management and the company’s financial circumstances in general are managed in a reassuring way.
During the year, as part of preparing the company for a move to a regulated market, the board has sought to further develop internal controls and processes related to this. This has resulted in a number of policies concerning corporate governance and the processes for this, such as HR, Risk, Quality, IT, IT security and not least, the management of risk, which is described in more detail below.
The regulations that have been established by the board contain instructions for internal financial reporting and all interim reports, annual reports and press releases published on the company website in direct connection with publication.
As a public company the Company is obliged to have at least one auditor to audit the annual reports, statements and accounting of the Company and Group, as well as the management of the Board of Directors and the CEO. The audit shall be as thorough and extensive as required by generally accepted auditing standards. In accordance with the Swedish Companies Act, the Company’s auditor is appointed by the Annual General Meeting. As such, an auditor of a Swedish limited company is commissioned by and reports to the General Meeting, and may not allow themselves to be governed or influenced by the Board of Directors or any of the senior executives of the Company.