General corporate information about the Biotec Pharmacon ASA. Click a subject below to read more.
Articles of Association
(last amended 12 May 2015)
1. Company name
The name of the company is Biotec Pharmacon ASA. The company is a public limited joint-stock company.
2. Registered office
The registered office of the company is Tromsø, Norway.
3. Business purpose
The business purpose of the company is to participate in research, development, production, marketing and sale of medical products, biochemicals for research and for industrial purposes, and immunomodulating ingredients for the consumer health market. The company shall promote development of products and technological knowledge related to its business areas, and shall be able to invest in other companies within these segments.
4. Share capital
The share capital of the company amount to NOK 43,944,673 divided into 43,944,673 shares each with a nominal value of NOK 1,-.
5. Board of directors
The company’s board shall consist of 5 to 8 members as decided by the general meeting, of which minimum 4 and maximum 7 members should be elected by the shareholders. Personal deputy board members may be elected as decided by the general meeting. The chairman of the board is elected by the general meeting. The serving period for each member of the board is decided by the general meeting, and should not exceed two-year terms.
Power of signature for the company is exercised by two of the board members jointly.
6. Nomination committee
The company shall have a nomination committee consisting of at least 3 members elected by the general meeting. The serving period for each member is decided by the general meeting, and should not exceed two-year terms. The purpose of the nomination committee is to make recommendations to the general meeting regarding election of members to the board and to suggest the fees to the board. Members of the nomination committee shall be shareholders or representatives for such shareholders. The general meeting may resolve instructions for the nomination committee.
7. The general meeting
The general meetings of shareholders shall be held where the Company’s main office is registered. Alternatively the Board may decide to arrange a general meeting in Oslo. The general meeting shall consider the following matters:
- Adopt the board’s proposal for the income statement and balance sheet, and the board’s annual report.
- Decision on how to employ the year’s profit or cover of loss.
- Election of board of directors.
- Election of nomination committee.
- Other matters which according to law pertain to the general meeting.
8. General meeting information on the internet
Documents regarding matters to be decided at the general meeting, may be published on the company’s web site www.biotec.no. This is supposed to meet the demands in The Norwegian Public Limited Companies Act about forwarding documents to the shareholders. This also includes documents which by law shall be part of or attached to the notice for general meeting. A shareholder may nevertheless demand to get all such documents sent by mail.
This is an office translation from the original text in Norwegian
Notice of and minutes from General Meetings will be announced here. Most of the documents are available in Norwegian language only. Available for download in PDF format, see below.
Ordinary General Meeting 11 May:
Ordinary General Meeting 14 May:
- Extraordinary General Meeting 1 February:
- The Board’s statements for items 3 and 4, general info, notice of attendance, proxy
- Notice of attendance and proxy form (En) Møteseddel og fullmakt (Norsk)
- Minutes from Extraordinary General Meeting 1 February (Norsk)
- List of participants EGM 1 February
- Protocol Ordinary General Meeting 2010 (Norsk)
- Annual General Meeting 2010, Notice (Norsk)
- Election committee’s proposal
- Protocol Extraordinary General Meeting, 21 January 2010
- Extraordinary General Meeting, 21 January 2010, Notice (Norsk)
- Election committee’s proposal Additional statement from election committee
- Protocol General Meeting 2008 (Norsk)
Investor relations policy
Biotec Pharmacon aims to increase knowledge of the company through precise and confident communication with shareholders, analysts and investors.
The company emphasizes the equal and simultaneous information to the stock market.
Biotec Pharmacon normally holds open investor presentations in connection with the submission of quarterly results. Recorded webcasts from the presentations are available for at least 12 months.
News, performance reports and presentations are posted on the company’s website www.biotec.no. Press releases are distributed as well through CisionWire.
Principles of Corporate Governance
- Statement on corporate governance
In accordance with NUES’s recommendation for good corporate governance and Article 3-3b of the Norwegian Accounting Act, the Board of Directors in Biotec Pharmacon has prepared this policy statement on corporate governance. If the Company deviates from NUES recommendation, Biotec will adhere to the “comply or explain” principle for each and every clause in the recommendation.
The Company’s core values shall be defined by thoroughness, accountability and equality for all areas relating to shareholders, employees, customers and suppliers. The Company has adopted ethical guidelines, which all employees and directors are obliged to comply with. These guidelines are published on the Company’s website.
The Company does not have separate guidelines for social responsibility, as the size of the Company does not justify it. Many principles relating to social responsibility are embedded into other guidelines where considered appropriate.
Biotec Pharmacon is a public company that develops, manufactures and markets immune modulating compounds for the human health sectors and marine enzymes used in molecular biology. Biotec Pharmacon ASA is the parent company of the group controlling two subsidiaries. ArcticZymes AS is a supplier of enzymes with unique properties for molecular biology research and PCR based diagnostics. ArcticZymes is currently supplying cold adapted and heat labile enzymes to leading international research reagents and diagnostics companies. ArcticZymes is 96% owned by Biotec Pharmacon. Biotec BetaGlucans AS handles all research and development, and manufacturing of beta-glucans within the group. Biotec BetaGlucans AS is wholly owned by Biotec Pharmacon.
The Company’s activities are also described in Article 3 of the Articles of Association and are posted on the Company’s website and published in the current annual report.
- Equity and profits
As of 31. December 2016, the Company’s equity amounted to NOK 68.2 million. The Board believes that end of year equity is satisfactory compared to the Company’s long-term plans.
The Board does not recommend payment of dividends to its shareholders in the short to medium term as expenses exceed revenues. The Board will reconsider the dividend policy when the Company has positive earnings and cash flow.
At the Annual General Meeting on 11. May 2016, the Board was authorized to issue 4,390,000 shares with a face value of NOK 1.00 per share. The authorization does not include non-cash contributions or capital increases in connection with mergers. In accordance with Article 10-4 of the Public Limited Companies Act, shareholders’ pre-emption rights may be waived. Other terms and conditions for issuance of new shares shall be determined by the Board. The authorization is valid until the Annual General Meeting in 2017 but no later than 30. June 2017. The authorization was unused as of 31. December 2016.
The Annual General Meeting in 2016 authorized the Board to purchase up to 300,000 shares devoted to employee share schemes (including as an alternative to equity issue) in order to fulfil obligations in relation to option schemes approved by the Annual General Meeting . The lowest purchasing price is NOK 1 per share, and the highest price is NOK 100 per share. The Board decides when and how the shares are disposed. In November 2016, the authorization was used to purchase 17,895 shares for resale to employees with a tax rebate of 20%, limited up to NOK 1,500 for each employee. As of 31. December 2016, the Company holds no own shares. The authorization is valid until the Annual General Meeting in 2017 but no later than 30. June 2017.
The Annual General Meeting in 2016 authorized the Board to issue up to 1,200,000 shares in connection with employee share schemes. The authorization is valid until the Annual General Meeting in 2017 but no later than 30. June 2017. As of 31. December 2016, no shares were issued under this authorization.
At the Annual General Meeting in 2017, the Board will propose a one-year renewal of the authorizations.
- Equal treatment of shareholders and transactions with related parties
Biotec Pharmacon has only one class of shares. In the event of capital increases, shareholders’ pre-emption rights may be waived in accordance with current authorizations. The reason for this waiver is to give the Board flexibility to raise capital quickly if it believes this is appropriate as part of a future capital requirements. Generally, transactions involving own shares will usually be at market prices. In certain cases, such as employee share programs, transactions may deviate from market price.
Transactions with related parties are described in a separate note in the annual report.
The Directors and senior management are obliged to notify the Board if they have a material interest in any transaction entered into by the Company.
- Free marketability
The Company’s Articles of Association place no restrictions on trading of shares or voting rights.
- General Meetings
Through General Meetings, shareholders are guaranteed participation in the body that is the highest authority in the Company. This is where the Company’s Articles of Association are adopted. Shareholders representing at least 5% of all shares can call for an Extraordinary General Meeting. Notice of General Meeting’s shall be distributed to shareholders no later than 21 days before the meeting and shall be posted on the Company’s website. In general, supporting documents will only be posted on the Company’s website.
The registration deadline for General Meetings is normally the day before the meeting. Shareholders who cannot attend the meeting may vote by proxy. The Company will propose a person to vote as a proxy for shareholders and will facilitate proxies at the General Meetings so that shareholders can authorize the proxy in each case. The supporting documents describe procedures that apply for participation, proxy forms, procedures for submitting proposals for discussion and information on where documents are available. Generally, the Chairman of the Board opens the meeting and suggests a person to chair the meeting. Normally, members of the Board, election committee, auditor and management will attend the meeting. Minutes of General Meetings will be made available on the Company website and through the stock exchange on www.newsweb.no.
- Nomination Committee
The Company has a Nomination Committee consisting of three members elected by the Annual General Meeting for two-year terms. According to article 6 of the Articles of Association, the members of the Committee shall be shareholders or representatives of shareholders. The Nomination Committee shall arrange for shareholders to propose candidates to the Board of Directors. The Annual General Meeting elects the chair of the Nomination Committee and determines the remuneration of its members. At the Annual General Meeting in 2015, Arne Handeland was elected chairman, while Benedicte Fossum and Jan Gunnar Hartvig were elected as members; all for two years. The election committee is independent of the Board and management in the Company. Instructions for the Nomination Committee have been adopted by the Annual General Meeting and are available on the Company’s website.
- Corporate assembly and Board, composition and independence
The Company has no corporate assembly. According to the Articles of Association, the Board must consist of between 5 and 8 members, of which the shareholders must elect at least 4 and a maximum of 7. The Board has currently 5 shareholder- and 1 employee-elected members. The Board members are considered independent of the Company’s main shareholders.
Directors of the Board are elected by the Annual General Meeting in accordance with the Company’s Articles of Association. The Director’s term (election period) should not exceed two years. Information about the Directors is available on the Company’s website.
- The work of the Board of Directors
The Board has the overall responsibility for managing, supervising the daily management and operations of the Company. Instructions have been prepared for the Board’s work. At the end of each year, the Board determines a plan for its work covering matters the Board is required by legislation and regulation to consider and other topics that are essential for the Board to follow-up in the following year.
There subsists job descriptions for the CEO and other senior managers. The Board evaluates its own work and competence at least once a year. The evaluation is submitted to the Nomination Committee. The Board, together with the Compensation Committee evaluates the work of the CEO and other senior managers at least once per year. This includes evaluating the achievement of pre-defined and agreed goals.
The Board had 8 board meetings in 2016.
The Board has established a Compensation Committee and an Audit Committee. Both committees have three independent members chosen amongst the Board members. The Audit Committee is a preparatory body to assist the Board in meeting its responsibilities with regard to financial reporting, auditing and internal control while the Compensation Committee consider reimbursement for the CEO and senior managers. Specific instructions have been prepared for the work of both Committees.
Senior management representatives of the parent Company have been appointed as Directors of the Group’s subsidiaries.
- Risk management and internal control
Together with the Company’s auditor, the Audit Committee and the Board carry out an annual review of the Company’s internal controls. A financial handbook has been established that describes the Company’s financial management. The Company’s quality system safeguards procedures for risk management and internal control processes and products in accordance with applicable regulations and customer requirements. In 2013, the Company’s wound treatment operations were certified in accordance with ISO 13485 while the reminder of Biotec Betaglucans were certified in accordance with ISO 9001: 2008 in March 2016. The animal feed segment in Biotec Betaglucans was certified according to GMP+ in December 2016. The enzyme operations were ISO 9001:2008 approved in January 2015. The Board is of the opinion that the Company’s internal control is sufficient.
There exists various levels of risk related to the Company’s operations. The Board considers that the Company’s main areas of risk relate to:
- Funding opportunities until the Company generates positive cash flow
- General risks associated with government regulation and competition
- Financial risks related to currency exchanges
- Risks relating to reimbursement and regulatory conditions
- Risks associated with the result of long-term product development
- Risks related to the implementation of distribution and/or partnership agreements
- Patent risks
- Risks related to key personnel and the possibility of losing this type of personnel
- Product liability
- Key suppliers and dependence thereon
- Legal disputes which may arise
Procedures have been established for handling insider information, which apply to all employees. Suitable procedures have been established for primary insiders. The procedures reflect the guidelines of the Oslo Stock Exchange. Procedures have also been established for the regular reporting of financial statements. Furthermore, management regularly reports to the Board on the progress of the Company’s development and other operational processes. The Board must continuously verify that the Company lives up to its values and follows its ethical guidelines.
- Remuneration of the Board
The Annual General Meeting, based on a proposal from the Election Committee, shall determine this Board’s remuneration. The Annual General Meeting in 2016 set the remuneration for the Chairman of the Board to NOK 350,000 and NOK 150,000 for each of the members. The remuneration of employee representatives constitutes 50% of the remuneration for the regular board member. Remuneration has also been defined for the Chairman of the Audit Committee to NOK 50,000 and NOK 25,000 for each member. The Chairman of the Compensation Committee shall receive a remuneration of NOK 25,000, while each member shall receive NOK 15,000. The defined remuneration for the Board and subcommittees shall apply from the decision date until the next Annual General Meeting.
Remuneration paid to individual Directors shall be published in the annual reports.
Severance, pension or option schemes have not been established for the Board members.
- Remuneration for senior managers
The Board shall establish guidelines for the remuneration of senior managers, which shall be presented to the Annual General Meeting. The Board shall determine the remuneration of the CEO in accordance with these guidelines. The CEO in consultation with the Board shall determine the remuneration of other senior managers. The Board’s decision on remuneration of the CEO and the principles for reimbursement of other senior managers are based on proposals from the Compensation Committee. The Board determines the charter for the Compensation Committee. The Compensation Committee shall seek schemes to encourage long-term value creation in the Company. Overall remuneration must be competitive with comparable companies. Option schemes have been established for all permanent employees. The primary principles for the option schemes are as follows:
- The exercise price shall be equal to, or higher than, the market price upon allocation,
- The scheme must provide an incentive to remain with the Company,
- The scheme is intended to encourage ownership, and
- Allocations shall be graded by the opportunities of the employee to contribute to the positive development of the Company’s shares.
The remuneration of senior managers is described in a note in the annual report. The Board’s statement on senior management remuneration shall be published as a separate note in the annual report.
- Information and communication
The Board has established guidelines for information and reporting to the stock exchange. The guidelines have been formulated in accordance with applicable legislation and stock exchange regulations. The Company provides equal and simultaneous information to the stock market. The Company generally holds open investor presentations in connection with the publication of quarterly reports. The publication dates of the quarterly reports are available under the Company’s financial calendar. Generally, these quarterly presentations are published as webcasts. Notifications are posted on the Company’s website at the same time the information is disseminated to the market. The Company distributes press releases through well-known distributors. The Board has also established guidelines for communication with the media.
The Board has not implemented measures intended to prevent or impede any offers for the Company’s shares. The Board will obtain valuation from an independent expert and issue a recommendation on whether shareholders should accept a takeover offer or not. The Board is committed to ensure that all shareholders are treated equal.
The Company’s auditor, EY, was elected at the Annual General Meeting in 2013. The responsible partner is Kai-Astor Frøseth. The auditor’s plan for the audit work shall be presented to the Audit Committee. The Company’s internal control procedures must be reviewed once a year in a meeting between the auditors, the Board and the Audit Committee. The auditor shall participate in Board meetings concerning the annual report. The Board and auditors shall meet once a year without the presence of the administrative management. The auditor has provided a written statement regarding compliance with independence requirements.
An overview of the services the auditor carries out in addition to the audit is presented and approved by the Board in connection with the annual report. The Annual General Meeting shall be informed about how the remuneration of the auditor is divided between auditing and other services. The auditor shall participate in the Annual General Meeting.
Tromsø, 2 February 2017
The Board of Biotec Pharmacon ASA
Code of conduct
Corporate ethics are about how we behave towards each other and the outside world, including avoiding violation of any law. All employees of Biotec Pharmacon ASA and its subsidiary companies (the Group or the Company) are responsible for following the rules and guidelines that build on Biotec Pharmacon’s basic values and form attitudes we can be proud of.
Biotec Pharmacon’s guidelines for corporate ethics apply to members of the Board of Directors, managers and all employees of Biotec Pharmacon as well as others acting on behalf of Biotec Pharmacon. It is the manager’s responsibility to make sure every employee is aware of, and complies with these guidelines. It is the employee’s duty to read and follow the guidelines. Those who infringe Biotec Pharmacon’s Code of Conduct must be prepared to face the consequences that are in line with the infringement’s type and scope. Violation of the Company’s Code of Conduct may result in disciplinary action, up to and including termination of employment.
This policy applies to all units of Biotec Pharmacon and to all employees regardless of function, position, employment status, grade or standing. References in this policy to “Biotec Pharmacon” or “the Company” or “Group” are meant to include references to all entities of the Biotec Pharmacon Group.
2. General guidelines
Biotec Pharmacon is committed to providing a work environment that is positive and professional. Therefore, you shall behave with respect and integrity towards anyone you come into contact with through your work. You shall help create an environment free from any discrimination, be it due to religion, skin color, gender, sexual orientation, age, nationality, race or disability and free from bullying, harassment or similar behavior. Any behavior that can be perceived as degrading or threatening will not be tolerated.
Loyalty, impartiality and conflict of interests
Biotec Pharmacon respects the individual employee’s right to a private life and private interests, but demands openness and loyalty to the Group and the Group’s interests. You shall not take actions nor have interests that make it difficult to perform your work objectively or effectively. Service to Biotec Pharmacon should never be subordinated for personal gain and advantage. Conflicts of interest should, wherever possible, be avoided. You shall never take part in or attempt to influence a decision or settlement if there is a conflict of interest, which could give grounds to question one’s impartiality.
Conflicts of interest could involve, but are not limited to, dealing with customers, suppliers, contractors, present or prospective employees, competitors, or outside business activities. Anything that would present a conflict for you would likely also present a conflict if it is related to a member of your family.
Should a conflict of interest arise you shall on your own initiative evaluate and notify your immediate superior of your partiality or the conflict of interest.
Every employee in the Group has a duty of confidentiality by law and written agreement. You shall keep confidential all corporate and other matters that could provide third parties unauthorized access to confidential information. You should exercise caution when discussing internal affairs so as to avoid being overheard by unauthorized persons. The duty of confidentiality also applies after the conclusion of your employment or contractual relationship with Biotec Pharmacon for as long as the information is considered to be of a sensitive nature or in any other way confidential.
Intellectual property such as know-how, technology, design, methodology, concepts, ideas and drawings are important for Biotec Pharmacon to succeed in the market. If you are involved with the Group’s intellectual property you are required to protect and administer it in the interest of the Group. You shall also respect the intellectual property rights of others and seek to avoid violations of such rights. Unless otherwise specified by law or orders from public authorities, you shall not make corporate secrets or other important information available to unauthorized persons before obtaining a signed confidentiality agreement from each of those persons. Any intellectual property rights related to Biotec Pharmacon’s business activities developed by or in co-operation with Biotec Pharmacon employees is the property of the company.
Property and assets
Biotec Pharmacon’s property and assets, e.g. equipment and rented buildings, shall be managed and safeguarded in an appropriate manner. You shall observe the Group’s security requirements concerning access to and use of the group’s facilities, IT equipment and access to electronic documents. The Group’s equipment and property may only be used for personal purposes if agreed in connection with the employment or as a result of Biotec Pharmacon’s rules and guidelines.
Nature and physical environment
Biotec Pharmacon shall encourage environmental protection, by minimizing environmental damage and by developing, promoting and utilizing environmentally friendly technology. You shall bear in mind the environmental effects that work-related activities have and you shall choose environmentally friendly solutions as far as this is possible.
Information that may affect the stock price
As a publicly listed company, Biotec Pharmacon is subject to strict rules concerning the handling of non-public information that may affect the market price of Biotec Pharmacon shares and other financial instruments issued by Biotec Pharmacon.
If you have such information about Biotec Pharmacon, it is your responsibility to prevent access to it by unauthorized persons and/or disclosure before it has been received by the stock exchange and made available through the stock exchange’s information system, or before the information ceases to be sensitive.
If you have or receive information that may affect the stock price, you shall not trade in the financial instrument/share before the information has been made public or ceases to be sensitive. You must not provide such information to anyone, directly or indirectly, except those who have a real need for the information in order to perform their duties on behalf of Biotec Pharmacon.
If you are in doubt as to whether you have share price sensitive information or how you should act, ask for advice from the Group management as soon as possible.
Information, communication and contact with the media
All information from Biotec Pharmacon shall be reliable and correct and be maintained under high professional and ethical standards. All individuals who, through their work, deal with information are responsible for meeting these standards. Communication with the media, the public and the financial markets shall be done only by authorized personnel and in accordance with established guidelines and routines and satisfy the regulations and practice applicable to publicly listed companies.
Expertise and authority
All decisions shall be made at the appropriate level in accordance with the applicable regulations concerning authority. You may only obligate the company vis-à-vis others if you hold such special authority, and you must at all times keep within the limits of your authority.
3. Relations with Customers, Suppliers, Competitors and Public Authorities
Customers shall be met with insight, respect and understanding. You shall always try to fulfill the needs of the customer in the best possible manner, within the guidelines for corporate ethics that apply to the business. Customer’s personal information shall be protected in accordance with the relevant laws on protection of personal data.
Suppliers shall be treated impartially and justly.
Competitors to Biotec Pharmacon’s products shall always be met in an honest and professional manner.
Public authorities shall be met in an appropriate and open manner. Public information about the Group shall only be supplied by Biotec Pharmacon’s management or by the person responsible for public communications, unless otherwise agreed.
Biotec Pharmacon desires fair and open competition in all markets, both nationally and internationally. Under no circumstances shall you cause or be part of any breach of general or special competition regulations, such as illegal cooperation on pricing, illegal market sharing or any other behavior that is in breach of relevant competition laws.
Corruption and bribery
Biotec Pharmacon is firmly opposed to all forms of corruption. You shall never offer or accept illegal or inappropriate monetary gifts or other remuneration in order to achieve business or personal advantages for yourself or others. Nor shall you use agreements with middlemen to channel payment to anyone in such a way that may be interpreted as corruption.
Gifts and business courtesies
You shall always exercise caution in relation to offering or accepting gifts and business courtesies. You shall not accept gifts or other remuneration if there is reason to believe that its purpose is to influence business decisions. If in doubt, always consult your immediate superior.
Biotec Pharmacon is firmly opposed to all forms of money laundering and shall take steps to prevent its financial transactions from being used by others to launder money.
4. Relations to Employees’ Private Interests and Actions
As an employee of Biotec Pharmacon you shall not be employed or work as a contractor for another company without prior written permission from your superior.
Duty, positions and ownership of external businesses
Engagements in external duties and positions are positive, but their scope or type must not affect your working relationship with Biotec Pharmacon or come into conflict with Biotec Pharmacon’s business interests. Duties and positions outside the Company that are of a scope or nature that they can affect your working relationship with Biotec Pharmacon shall be expressly agreed in writing in advance by your immediate superior. This include but is not limited to activities like board duties, consultancy for or ownership of customers’, suppliers’, and joint-venture partners’ or competitors’ businesses.
Biotec Pharmacon does not give support to political parties, either in the form of direct financial support or paid working time. Employees who take part in political activities will be granted leave from their work in accordance with the law and any agreements.
Use of electronic equipment
Biotec Pharmacon, as an employer, has facilitated its employees with electronic equipment to perform optimally within their job descriptions. All employees must ensure that the technology and equipment made available by the Company is used in a manner consistent with the Company’s practices and policies. Computers, communication systems, telephones, fax machines and related services (such as access to the Internet and voicemail) are provided as tools to allow you to better perform required tasks and to support Biotec Pharmacon’s business goals and objectives. Employees may not use any electronic equipment provided by the Company (including voice mail and e-mail) for any communication that contains content that may be reasonably considered offensive, defamatory, harassing or disruptive to any recipient. Electronic communications by employees that may constitute verbal abuse or defamation or that may be considered harassing, vulgar, obscene or threatening is strictly prohibited and may result in disciplinary action, up to and including termination.
Use of Internet
Access to any Internet site from Biotec Pharmacon property or during the Company’s operating hours is restricted to activities necessary for associates to perform their jobs. However, incidental use of these systems for appropriate personal reasons is permitted, but should never interfere with normal business operations. The Company reserves the right, without prior notice, to block, monitor or internally disclose associate Internet use, and will do so for legitimate business purposes. Inappropriate use of the Internet, including but not limited to downloading from illegal web sites, is strictly prohibited. If communicating by social medias, you are responsible to the Company within this Code as described in previous section.
5. Reporting and Accountability
Should you become aware of an infringement of Biotec Pharmacon’s policies and procedures or ethical guidelines, these concerns must be reported immediately to your superior. This includes any human resources matters, including, but not limited to, questions of impropriety as they might relate to sexual harassment or discrimination allegations.
If reporting to a superior is not possible, you should report the infringement directly to the CEO. The concern may also be addressed to Biotec Pharmacon’s Audit Committee. Incidents may be reported confidentially if desired. Failure to report infringements is in itself a breach of this Code.
Biotec Pharmacon will not implement sanctions in any form against any employee who informs individuals in positions of responsibility or the Audit Committee about possible infringements of Biotec Pharmacon’s policies and procedures, ethical guidelines, applicable laws or other blameworthy circumstances in Biotec Pharmacon’s business. These individuals shall take all actions they consider appropriate to investigate any violations reported. If a violation has occurred, Biotec Pharmacon will take such disciplinary or preventive action, as it deems appropriate.
Any changes to or waivers of this Code may only be made by the Board of Directors.
All employees are committed to familiarize themselves with and adhere to Biotec Pharmacon’s Code of Conduct and related policies. Each employee must annually confirm compliance with the Code of Conduct policy.
The Code of Conduct is reviewed once a year, and Biotec Pharmacon reserves the right to modify, amend, suspend or terminate the Code of Conduct with or without notice. Employees are committed to keep informed on the latest and applicable version of the Code of Conduct. Failure to adhere to the Code of Conduct and/or related policies may lead to disciplinary actions or dismissal.
Readopted by the Board of Directors, June 3, 2014
Shareholder policy and dividend policy
Biotec Pharmacon aims to increase the value of the Biotec Pharmacon share through long-term profitable commercialization of its specialized bio-active products, as well as through licensing revenues from commercial partners.
The company gives priority, therefore, to provide current information to the stock market about the company’s development in order to give shareholders the best possible basis for assessing the value of its shares at any time.
The company is currently in a development phase for its medicinal products. Within the marine biochemicals, the company plans to invest in strenghtening its marketing capacity. In the short term, the cost of operations will exceed the revenues. There are no plans for dividend to shareholders in the short to medium term.
Charter for nomination committee
Last modified 14.05.2014
1. Composition and election
The Company shall have a Nomination Committee consisting of three members who are elected at the General Meeting. The election period is for two years, but the General Meeting may decide otherwise. A member cannot be elected for more than three periods.
The remuneration for the Nomination Committee is decided at the General Meeting.
The Nomination Committee shall take into consideration the laws and regulations that applies for control of a listed company, including its provisions for corporate governance.
The Committee shall submit proposals on the following to the General Meeting:
- election of shareholder-elected members to the Board, including nominations for Chairman of the Board, alternatively deputy chairman and submit a recommendation to comply with any claim about the representation of employees on the Board;
- election of members and Chairman of the Nomination Committee. The members of the Committee shall be shareholders or representatives for shareholders. At least two of the members shall be independent of the Board of Directors and the company’s executive management;
- remuneration to the Board of Directors and the Nomination Committee.
The Nomination Committee is to have a quorum when two of the members are participating. Meetings shall be convened when required by either Chairman of the Nomination Committee, Chairman of the Board, CEO or by two of the other committee members. Meetings can take place by telephone or by circulation. Minutes from meetings shall be in writing.
If the Nomination Committee cannot reach a unanimous decision, the majority votes apply. The vote from the Chairman decides if equal votes arise.
5. Proposals to the General Meeting
The Committee’s proposals shall be released in time to be distributed with the notice for the General Meeting.
The Committee’s proposal shall be presented to the Annual General Meeting by the Chairman of the Committee or by the person who is elected to chair the General meeting. The signed proposal from the Nomination Committee shall be attached to the Minutes from the General Meeting.
Modifications of the charter for the Nomination Committee shall be adopted by the General meeting.