CORPORATE DOCUMENTS FOR LIDDS AB
In accordance with Chapter 8. §§ 5-7 of the Companies Act (2005: 551) ( "ABL"), the Board of LIDDS AB, reg. No. 556580-2856 ( "Company") April 28, 2014 adopted this document consisting of the (i) the Board, (ii) instructions for the President and (iii) instructions for financial reporting. The rules of procedure shall constitute the Board's instructions on allocation of work and reporting, as a complement to the Swedish Companies Act. Rules of solution to be examined and adopted by the Board annually or as needed. A copy of this working order should be given to each director, deputy director and chief executive officer.
The ultimate responsibility for management of the company rests with the Board. The Executive Director shall be responsible for the daily management of the company. The extent of the President's responsibility shown by the above-mentioned written instructions for the President but also of existing legislation, primarily the Companies Act. The responsibility is also regulated by the Articles of Association. The three above mentioned instructions in writing (i) - (iii) above should be interpreted in context. In the event of differences between them, the following priorities apply:
(I) the Board's rules of procedure;
(Ii) instructions for the CEO; and
(Iii) instructions on financial reporting
Part 1 - Board Rules
1. The Board's tasks
1.1 The Board is responsible for the organization and management of the company's keen-called. Board to continuously assess the company's financial situation. The Board shall ensure that the company's organization is designed so that accounting, funds management and the Company's financial condition are controlled in a satisfactory way. If certain tasks are delegated to one or more of the board members or to others, the Board shall act with care and continuously check if the delegation can be maintained.
1.2 The Board shall consider and decide on the following matters:
(I) the adoption of written instructions, in accordance with the Companies Act Chapter 8. § 5, when and how, the information needed for the Board's ongoing assessment-up of the Company's financial situation should be collected and reported to the Board-sen;
(Ii) the adoption of written instructions, in accordance with the Companies Act Chapter 8. § 7, the division of responsibilities between the Board and on the other hand, the executor-CEO and the other bodies Board may establish;
(Iii) matters relating to the organization and management of the Company's Angela powers, as far as these matters do not relate to matters relating to the ongoing management device of ABL Chapter 8. 29 § 1, which is managed by the Executive Director; (Iv) regularly setting and reviewing attestation procedures, delegation of authority and the other board instructions;
(V) the decision on who will be the chairman of the board (unless the Company's corporate-meeting failed to provide specific guidelines for the election of the Chairman);
(Vi) the appointment and dismissal of the President and any Executive Vice-Executive Officer;
(Vii) the decision on signatory;
(Viii) periodic establishment of the annual report and financial statements of the Company and other statutory financial reports, including interim reports;
(Ix) the issuance of annual general meetings and any extraordinary general meetings in accor-dance with the provisions of the Companies Act and the Articles of Association;
(X) verification that the company complies with applicable laws, regulations and other regulations;
(Xi) the control of the Company's operations and coverage of its policies are followed;
(Xii) matters of principle or otherwise of great importance for the company and its operations; and
(Xiii) matters in each case subject to the Board's decision.
1 In Chapter 8. 29 § 1 - 2 pcs. ABL provides. "The Executive Director shall be responsible for the daily management-one of the Board's guidelines and instructions. The Chief Executive Officer may, without the Board resolved to-whelming take measures with regard to the scope and nature of the company's operations are of an unusual nature or of great importance, if the board's decision can not be awaited without significant inconvenience to the company's operations. In so-fashion case the Management Board as soon as possible of the action. "
2. The Chairman
2.1 The Chairman of the Board's work and its meetings, and shall ensure that the work is carried out efficiently. The chairman shall also ensure that the Board fully-making obligations and duties.
2.2 When the chairman maturity, the Board shall appoint a member to fulfill-Chairman's duties.
2.3 The President shall, in particular:
(I) by continuous contact with the CEO, following the company's development;
(Ii) ensure that the members of the Board through the President's Secretariat fortlö-ously receive the information needed to follow the Company's financial position, financial planning and development;
(Iii) consult with the CEO on strategic issues;
(Iv) checking that the Board's decisions are implemented in an effective manner;
(V) to receive comments from the company's owner and communicate these within the Board;
(Vi) preside at board meetings and in consultation with the CEO establish proposed agenda for the board meeting and convene them;
(Vii) ensure the handling of matters do not conflict with the provisions of the stay-of Association or the Companies Act; and
(Viii) consult with and provide instructions to the President regarding possible publication of the Board's decision.
3.1 Regular meetings
3.1.1 Apart from the Board, the Board shall meet at least six times over for the fiscal year.
3.1.2 The Chairman shall ensure that meetings are held in accordance with the above, and otherwise when needed or when the Board or the President so requests.
3.1.3 Board meeting may be held by telephone or by video conference. Decisions barrel-ups in such an order shall be recorded in the usual way.
3.1.4 Board meeting by correspondence (Board decision by signing the protocol) may take place only if all the directors both had the opportunity to participate in case the treating, and received satisfactory evidence to decide the case and also sign the minutes of such a meeting.
3.2 Statutory meeting
3.2.1 Statutory Board meeting to be held immediately after the Annual General Meeting or, if a new board elected at the Extraordinary General Meeting, in close proximity to such general meeting.
3.2.2 At the statutory Board meeting the following matters shall be dealt with;
(I) election of the chairman (if the chairman is not appointed by the General Meeting);
(Ii) establishment of rules and instructions of the President;
(Iii) decisions regarding the signatory of the Company;
(Iv) determining the reporting instructions, which must be specified when and how the information is needed for the Board's ongoing assessment of the Company (and, where applicable, of the Group's financial situation) to be collected and reported to the Board; and
(V) approval of the calendar of meetings until the next AGM.
4.1 The Chairman shall ensure that each board member may call for a meeting with the agenda no later than one week before the meeting. Relevant written materials relating to individual agenda items and period reports and other related information will be sent to members together with the notice.
4.2 Notice of a special meeting of the agenda and related documentation should be distrib-uted to all members at least two days before the scheduled meeting day.
5.1 Where applicable, deputy Board members are called to participate in the Board meeting-trade only if regular board member's mandate has ended prematurely, or he has reported his absence to the meeting. Not otherwise be deputy participate in the work of the Board without the full member have ceased prematurely or otherwise incapacitated (including disqualification).
5.2 A member of the Board who is unable to attend are required to inform word-Chairman and the Chairman shall ensure that a message is sent out to styrelsesupple-ante.
5.3 In the event that a deputy is present at a board meeting, it is noted in the minutes. A deputy shall always receive the minutes of the board meetings since the good-failed.
6. Other persons' attendance at board meetings
6.1 The Executive Director shall attend the meetings.
6.2 The Company's auditor shall be invited to attend the Board meeting at which the annual display will be treated to including comment on the company's annual report and any consolidated. At this meeting the auditor should prefer their final statements, observations and suggestions following their audit.
6.3 Other people, such as the rapporteur of the individual questions or adjunct, may at be-and to speak at board meetings if the board decides that they may take place.
7. Preparation of matters
7.1 The Chairman shall, in consultation with the Executive Director, shall draft agenda for each board meeting. Proposed agenda, including, if any, memoranda and other materials, provided the basis for the decision of the Company Significant at the board meeting, the latest one week before the meeting have been sent to all board members and deputy board members by sending by mail or in any other satisfactory manner. It should be on the agenda given the material relating to each case. For extraordinary meetings, the provisions in paragraph 4.2.
7.2 The agenda for meetings shall be primarily the following points:
(I) the previous protocol;
(Ii) financial reporting;
(Iii) project reporting and other reporting;
(Iv) the decision matters; and
(V) the following meeting.
7.3 A copy of the minutes of the last board meeting, including attachments, must billäggas agenda of the new board.
8.1 The Chairman is responsible for protocol conducted at board meetings. A a Director is entitled to receive any dissenting opinion recorded in the minutes.
8.2 Draft minutes of board meetings shall be sent to the board members, if applicable, deputy Directors and the President as soon as possible after each meeting.
8.3 Directors The minutes shall be signed by the scorer, the chairman and one or two minutes.
8.4 Directors The minutes shall be numbered and stored in a secure manner.
9.1 A director may not reveal to anyone what she / he has gained knowledge of during the performance of his duties as a director, unless the board into the individual fal-let has decided otherwise. Confidentiality is binding both oral and written informat-ion, and also applies after the directorship has expired.
9.2 A director must keep everything confidential materials that he / she receives an in-line board duties so as to ensure that the material is not available to outsiders.
9.3 After the board has ceased to be a director to the Board Chairman return all confidential material as the board member received in his capacity as board member and still have in their possession.
Publication of decisions taken by the Board to be handled by the executive di- rector in consultation with the Chairman. All press releases should be sent by e-mail to members of the Board in connection with the publication.
Part 2 - President's instructions
The President's tasks and work in the company is governed by the Companies Act and the instructions that the Company's Board announces CEO. For this purposes than-Board has set the present President's instructions, which, in addition to what is stated in ABL, should apply to the CEO's work from this day until it is revised by the Board.
2. General Instructions
2.1 The CEO shall manage the ongoing management and coordination of manufacturing operations of the Company with the care and to the extent necessary to perform these tasks and in accordance with the Company's articles of association and applicable laws.
2.2 The Chief Executive Officer shall ensure that the company's accounts are maintained in accordance with gill-containing legislation and that financial management is conducted in a satisfactory manner and within-making satisfactory control.
3. Current management measures etc.
3.1 The CEO is responsible for the ongoing operation and development of Bo's operations and have a right and obligation to take the necessary measures in order to fulfill this. Without the Board's authorization also get the President to take action with regard to the scope and nature of the Company's activities are of an unusual nature or of great importance, if the board's decision can not be awaited without hydrogen nificant inconvenience to the Company's operations. Taken such action, the Board shall the near-ast informed of the action.
3.2 It is the responsibility of the President in particular that:
(I) ensure that the company has an adequate administrative organization of the Company's business;
(Ii) ensure that the company's operational activities, research activities, receive the best possible conditions;
(Iii) ensure that adequate measures are taken to control the Company's financial out-development;
(Iv) promote the company developed according to the guidelines periodically fixed by the Board of Directors-;
(V) development of patent strategy and business strategy sam holding company's business plan fast-running developed;
(Vi) framerbeta presentation materials for the Company and quarterly shareholder reports;
(Vii) identify potential licensees or purchasers of the Company; and
(Viii) ensure the quality of documentation, particularly necessary documentation as a basis for registration, or the like.
4. Relationship with and reporting to the Board
4.1 In addition to the handling of the current administration, the President shall execute the decisions the board makes.
4.2 The Executive Director shall attend Board meetings and preparing and before the Board-sen prefer questions that are beyond the current administration. Managing Direc-tor can also instruct the other to prepare and prefer such issues if there is an-seen appropriate and subject to Board approval. Managing Di-rector must ensure that the directors receive necessary background and ask-end materials no later than one week before each Board meeting.
4.3 The Chief Executive Officer shall ensure that the Board regularly receive the information necessary to enable them to follow the company's financial situation. The CEO-clean shall also regularly inform the Board on the Company's operations, sales, re-results and financial position in general as well as about important business events or other circumstances that could have a significant impact on the Company or its shareholders.
4.4 The Board may authorize the Executive Director to take management measures beyond the current administration, either through a general instrukt-ion or by a specific authorization for the current operation.
4.5 The CEO has primary responsibility for maintaining contact with the company's auditor. The Chief Executive Officer shall ensure that the company's auditors at least once annually-a report on its work directly to the board, preferably in conjunction with the year-earlier year's annual report and financial statements to the Board.
5. Measures outside the current management
5.1 With regard to what is stated in paragraph 3 above, may not be the executive director from taking measures that are of an unusual nature or of great importance for the Company but PARNUT separate authorization from the Board.
5.2 The following decisions are outside the current administration, and thus outside the President's competence, and may not be enforced without a decision and resolved to-authorization from the Company's Board of Directors:
(I) the raising of new loans to the Company, issuing of guarantees or security for-obligation or pledge of the Company's property;
(Ii) the purchase, sale or pledging of shares and other securities;
(Iii) the purchase, sale or pledge of real estate;
(Iv) the acquisition, sale, opening or closing of the business or the fiscal branch;
(V) the merger or merger with another company;
(Vi) new investments outside the adopted budget;
(Vii) the conclusion of agreements between the CEO and the Company, an agreement between Bo-team and with third parties that the President alone or with another may represent, contracts which are of particular importance to the Company or that includes a large economic value;
(Viii) the conclusion of lease agreements and supply contracts with long duration or with unusual conditions in general;
(Ix) the appointment or dismissal of staff in senior positions in the Company or per-personnel included in the research,
(X) the commencement or settlement of processes in court or arbitral institutions; and
(Xi) other measures of unusual nature or which involves significant financial commit-ments for the Company.
6.1 The Managing Director shall not disclose to anyone what she / he have had knowledge of during the performance of his duties as executive director, unless the Board in each case have decided otherwise. Confidentiality is binding both oral and written information and applies even after the assignment as Managing Direc-tor has stopped.
6.2 The Executive Director shall store all confidential materials that he / she er-hold in respect of the assignment as Managing Director to ensure that the material is not available to outsiders.
6.3 After the assignment as Managing Director has ceased to be the managing director to the chairman return all confidential material that the CEO received in his capacity as President and fortfa-ing in their possession.
Part 3 - Instructions for financial reporting
The CEO has been appointed to be responsible for the financial reporting of the Company, and will thereby ensure that the Board receives sufficient information to fast-continuously assess the company and, where appropriate, the group's financial situation. What is being said about the company in this document should apply equally significant-only any Group company.
2. Reporting at board
2.1 In the general commitment that the President has, in accordance with paragraph 1 above, the Executive Director ensure that the Board of Directors of the Company receives continuous reports on the development of the company and activities, including the development of the Company's results and financial position, and information about important events, such as the -komna disputes of significance, the termination of significant contracts for the company or other impor--tional business events. The point is that the Chief Executive shall submit to the Board-sen reports as above before each regular Board meeting and, when the need arises between board meetings, directly to the Chairman.
2.2 Among other things, the following reports submitted and presented to the Board at each ordinate Board meeting:
(I) the presentation of the Company's results and financial position, together with forecasts, compared with the bid-goat for a full year and the previous year's results;
(Ii) presentation of the Company's financial and strategic development;
(Iii) significant events concerning market conditions, changes in the competitive position and product development for the company;
(Iv) report on the risk of loss, which is estimated to exceed SEK 100 000 or the equivalent-generating value in another currency for the Company;
(V) report on the disputes of significance, in which the Company is or might be expected, engage-fied in;
(Vi) the amount of outstanding guarantees and other contingent liabilities; and
(Vii) the usual indicators of the Company.
2.3 In addition to the reports referred to in paragraph 2.2, the CEO quarterly report on the Company's quarterly, half-yearly report on the Company's interim reports and an annual report on the financial statements.