The General Meeting is the highest decision-making body in which shareholders exercise their right to decide on matters. Shareholders are informed through notice of their right to have a matter considered at the meeting.
Notice of the AGM where the annual report will be presented, and an EGM at which an amendment of the Articles of Association is proposed, shall be published no earlier than six and no later than four weeks before the meeting. Notice of other EGMs shall be published no earlier than six and no later than two weeks before the meeting. Notice of a General Meeting shall be published in Post-och lnrikes Tidningar and on the website. The fact that notice has been given shall be simultaneously published in Dagens lndustri.
Shareholders who are registered in the share register on the record date (five days prior to the date of the meeting) and have registered for the meeting as set out in the notice convening the meeting, are entitled to attend either in person or by proxy.
The AGM must be held within six months of the fiscal year. AGM mandatory tasks include deciding on adoption of the income statement and balance sheet for the Company and the Group, approval of dividends, discharge from liability for directors and officers and the election and remuneration of the directors and auditors.
The Board is responsible for the organisation and management of the Company. The Board shall continuously monitor the Company’s and the Group’s financial situation. The Board’s responsibilities also include deciding on acquisitions and divestitures of businesses, decisions on major investments, appointment of the CEO, compensation and other terms of employment for the CEO and ongoing monitoring of the business during the year. The Board also evaluates the work of the CEO.
The Board receives information about the Company’s economic and financial situation through monthly reports and other reports issued prior to board meetings. Prior to each Board meeting the Chairman and CEO review the issues to be discussed at the Board meeting and relevant material is sent to members a week prior to each meeting.
The CEO is responsible for the ongoing management of the Company’s affairs according to the Board’s guidelines and instructions. The CEO shall provide information for decision-making in order to make well-founded decisions as well as data in order to continuously monitor activities during the year.
The Diamorph Group management team constitutes the CEO and CFO.
Attached below are the articles of association for Diamorph AB (publ), adopted at the annual general meeting on June 27, 2013.