The Board of Directors establishes the company’s goals, strategies, budget and business plan. The Board is responsible for the company’s organisation and administration and for ensuring the quality of its financial reporting and internal control. Furthermore, the Board shall examine and approve the financial reports and establish significant policies and regulatory systems. The Board shall also resolve on decisions outside the scope of day-to-day management, such as major investments and changes. The Board shall monitor the company’s operations based on the established goals and guidelines. This work is governed by the Swedish Companies Act, the Articles of Association, the Code and the Board’s procedural plan.
Every year, the Board shall hold an inaugural meeting immediately following the AGM. The inaugural meeting shall among other things appoint the company’s authorised signatories and shall review and adopt the Board’s procedural plan. The company’s Board meetings shall normally deal with the company’s financial situation and matters of material importance to the company. The CEO reports continuously on business plans and strategic issues. According to the Board’s procedural plan, the Board is a quorum when at least three of its members are present.
Pursuant to the Swedish Companies Act, Episurf Medical’s Board of Directors has adopted a written procedural plan for its work. The now applicable procedural plan and CEO instructions were adopted at the Board meeting no 6 on May 10, 2021. The procedural plan among other things regulates how the Board shall conduct its work and which matters are to be dealt with by the Board. The procedural plan also regulates how the Board is to be continuously provided with information and financial reporting by the CEO.
The Board in its entirely takes part in matters related to auditing, including monitoring and evaluation of the audit process, quality assurance of the company’s financial reporting, assessment of reports from the independent auditor and review of the auditors’ independence from the company, including the scope of any non-audit services provided by the auditor to the company. The Board has therefore not set up any audit committee. The Board shall annually review the Board’s and the CEO’s work and present it to the Nomination Committee.
The Board shall annually review the Board’s and the CEO’s work and present it to the Nomination Committee