Corporate governance
Corporate governance refers to the decision-making systems through which the owners, directly or indirectly, govern the company. Good corporate governance requires ensuring that decision-making processes have been defined with a clear division of responsibilities and effective controls from all corporate bodies to all levels of the organization, to ensure that they follow the company’s strategy in unison and act in pursuance of the company’s commercial goals.
Swedish Orphan Biovitrum AB (publ) (”Sobi”) is a Swedish public limited liability company. The Board of Directors shall have its registered office in Stockholm. Sobi is listed on Nasdaq Stockholm.
In addition to Swedish legislation or other regulations, the Group’s corporate governance is based on the Swedish Corporate Governance Code (“the Corporate Governance Code”) and the Nasdaq Stockholm Nordic Main Market Rulebook for Issuers of Shares.
The Corporate Governance Code is based on the principle “comply or explain”, meaning that a company may deviate from the provisions set forth therein, provided that each such deviation is properly explained. Sobi complies with the Corporate Governance Code without any deviations.
In addition to the external regulations set out above, there are also a number of internal regulations in place to support Sobi’s corporate governance, including the Articles of Association, Rules of Procedure for the Board and its committees, CEO instructions and Sobi’s governing documents, such as Sobi’s Corporate Code of Conduct.
The Corporate Governance Report describes Sobi’s corporate governance activities during the recent financial year. The Corporate Governance Reports for the past ten years are available further down on this page.
Sobi’s highest decision-making body is the General Meeting through which shareholders have the right to make decisions on the company’s affairs. The Annual General Meeting (“AGM”) adopts the income statement and balance sheet, resolves on the appropriation of profits and elects Board members, the Chair and auditors*.
The Nomination Committee represents Sobi’s shareholders and is tasked with preparing the AGM’s resolutions on election and remuneration matters. According to the instructions and statutes adopted by the AGM on 9 May 2019, the Nomination Committee shall consist of four members; the Chair of the Board and one representative from each of the three largest shareholders in terms of votes in the company as per the last banking day in August, based on the ownership statistics from Euroclear Sweden AB, who wish to appoint a representative. The composition of the Nomination Committee is to be announced at least six months before the AGM. The Nomination Committee observes the rules on the independence of Board members according to the Corporate Governance Code.
The Board of Directors is ultimately responsible for the organisation of Sobi and the management of its operations and consists of members elected by the shareholders as well as employee representatives, including deputies, elected by the labor unions in accordance with Swedish law. In order to carry out effective board work, the Board has established four committees – Audit committee, Compensation & Benefits committee, Scientific committee and Transaction committee. The committees prepare relevant proposals and recommendations within their own areas of expertise, and submit them to the Board.
The President and CEO is appointed by the Board of Directors and is responsible for carrying out the day-to-day management of the company in accordance with the Board’s instructions.
The Board of Directors has overall responsibility for Sobi’s sustainability performance, which is publicly reported each year in the Annual and Sustainability Report. The President and CEO and the Executive Committee approve Sobi’s sustainability strategy, ensure compliance, and decide on overall objectives and implementation of the sustainability strategy.
The illustration below provides an overview of Sobi’s corporate governance structure.

* In order to participate in a General Meeting, shareholders must notify the company no later than the day specified in the notice convening the General Meeting. Shareholders unable to attend the meeting in person may be represented by proxy. The Board may also resolve that the shareholders shall be able to exercise their voting rights by post before the General Meeting. In connection with the issuance of the notice convening the General Meeting, information is provided regarding the forms of the General Meeting as well as the time and manner for notification to participate in the General Meeting.
A shareholder who wishes that a matter is addressed at a General Meeting must submit a written request to this effect to the Board. The request must be received by Swedish Orphan Biovitrum AB (publ) no later than seven weeks prior to the General Meeting, or in due time for the matter to be included in the notice convening the General Meeting. As regards proposals for resolutions in matters already included on the agenda and for which a proposal, according to law, does not have to be submitted a certain time in advance, a shareholder has the right to submit such proposal during the period up until the General Meeting (including during the General Meeting).
The agenda for the General Meeting sets out the items which are subject to resolution by the General Meeting, and the items that are included for information purposes. Items on the agenda which require resolutions by the General Meeting are subject to a binding vote whereby the shareholders vote in favor or against or abstain from voting on the matter. Pursuant to Chapter 7, Section 32 of the Swedish Companies Act, at General Meetings all shareholders are entitled to ask the Board and CEO questions regarding matters on the agenda and the company’s relation to another group company. At Annual General Meetings shareholders are also entitled to ask questions about the financial situation of the company and the Group.
Corporate Governance Reports
Annual General Meeting
The Annual General Meeting is held in the Stockholm area during the first half of the year.