After the general meeting, the Board of Directors is the highest decision-making body of Alligator. The Board of Directors shall be responsible for the organization and management of the Company’s affairs, for example by establishing goals and strategy, ensure the procedures and systems for monitoring of the goals set, continuously assess the Company’s financial position and evaluate the operational management. Furthermore, the Board of Directors is responsible for ensuring that proper information is given to the company’s stakeholders, that the company complies with laws and regulations and that the Company develops and implements internal policies and ethical guidelines. The Board of Directors also appoints the Company’s CEO and determines his/her salary and other remuneration on the basis of the guidelines adopted by the general meeting.
According to Alligator’s articles of association, the Board of Directors shall consist of no less than three and no more than eight members. The Board of Directors currently consists of eight Board members, seven ordinary Board members were elected at the Annual General Meeting on May 26, 2023, for the period until the end of the 2024 Annual General Meeting. The eight Board member is an Employee Representative and is a member of the board as of March 2023.
1 Refers to shares (S) and warrants (TO) held in their own name and/or by affiliated natural and/or legal persons.
*Program TO 2022/2025 II, **Program TO 2022/2025 I.
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 fulfills 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 fulfills 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. He 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 fulfills 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 at least seven ordinary Board meetings shall be held 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.
Management
The role of the CEO is subordinate to the Board of Directors and its main task is to carry out the daily management of Alligator and the daily activities of the Company. The Board of Director’s rules of procedure and instructions for the CEO stipulate for which matters the Board of Directors is responsible to decide upon, and which decisions fall within the CEO’s area of responsibility. The CEO is also responsible for producing reports and necessary data for decision-making ahead of Board Meetings and for presenting the material at Board Meetings.
Alligator has an Executive Management Team which in addition to the CEO is comprised of the Company’s Chief Scientific Officer, Chief Financial Officer, Chief Technology Officer and Chief Medical Officer.
1 Refers to shares (S) and warrants (TO) in program TO 2022/2025 I, held in their own name and/or by affiliated natural and/or legal persons.