Corporate Governance
Surgical Science is a Swedish public limited company and is governed by the general meeting, the board, the managing director and other senior executives in the company. The company complies with applicable rules and regulations in accordance with the Swedish Companies Act, the articles of association and the board’s rules of procedure.
The Swedish Code of Corporate Governance supplements the Swedish Companies Act and is part of the relatively comprehensive self-regulation on corporate governance in Sweden. The code is applicable to all Swedish companies listed on Nasdaq Stockholm (or another regulated market).
Surgical Sciences shares are traded on the Nasdaq First North Growth Market, which is a multilateral trading platform and not a regulated market. Surgical Science thus has no obligation to comply with the code and has not voluntarily committed itself to complying with it either.
Board Members
The Board has the ultimate responsibility for the overall governance of Surgical Science, its administration and organization and the handling of the company’s affairs.
Roland Bengtsson
Position: Chairman of the Board since 2017 and board member since 2005.
Born: 1955
Education: Degree in Economics, University of Gothenburg.
Other assignments: Board member of Semelin Kapitalförvaltning AB and a number of smaller, privately owned companies.
Previous assignments: Experience as investment director within Private Equity, Atle/3i. Board assignments in Studsvik AB, Envac AB and several smaller companies.
Independent in relation to Surgical Science Sweden and its management / major shareholders: Yes / No
Shareholding: 5,992,338 shares
Jan Bengtsson
Position: Board member since 2005
Born: 1944
Education: Technology licentiate, Chalmers University of Technology and Business Administration, University of Gothenburg.
Other assignments: Chairman of the Board of Rosenblad Design AB, Rosenblad Design Group Inc. and Marknadspotential AB. Board member of Arctic Engineering AB.
Previous assignments: Board member of Swede Ship Marine AB, ZMek Fastighet & Förvaltning AB, NSC Training Systems AB, Skånemöllan AB, ALG Holding AB, Midway Holding AB and Liljeholmens Stearinfabrik AB.
Independent in relation to Surgical Science Sweden AB and its management / major shareholders: Yes / No
Shareholding: 7,138,371 shares (through companies).
Åsa Bredin
Position: Board member since 2023
Born: 1972
Education: Master of Science in Computer Technology from the University of Lund.
Other assignments: Advisor to Homepal AB. Head of Mojang Studios.
Previous assignments: Experience from lead technical roles within the gaming industry during the last 10 years with King and NetEnt.
Independent in relation to Surgical Science Sweden AB and its management / major shareholders: Yes / Yes
Shareholding: 350 shares.
Thomas Eklund
Position: Board member since 2017.
Born: 1967
Education: MBA, Stockholm School of Economics.
Other assignments: Chairman of the Board of Immedica AB. Board member of Swedencare AB, Boule Diagnostics AB and ADDvise Group AB. Independent advisor to Investor AB/Patricia AB.
Previous assignments: Chairman of the Board of Sedana Medical AB, Mabtech AB, GHP Specialty Care AB, Bomill Holding AB, Moberg Pharma AB, Itrim AB and Swewet AB. CEO of Investor Growth Capital AB. Board member of Biotage AB, Memira AB and Neoventa Medical AB.
Independent in relation to Surgical Science Sweden AB and its management / major shareholders: Yes / Yes
Shareholding: 1,000 shares.
Henrik Falconer
Position: Board member since 2021
Born: 1973
Education: Medical degree at Karolinska Institutet, Doctor’s degree in Obstetrics and Gynecology 2008, Associate Professor in Obstetrics and Gynecology 2015.
Other assignments: Board member of the Society of European Robotic Gynecological Surgery (SERGS), Chief Physician and Head of the Department of Gynecological Cancer, Karolinska University Hospital and responsible for Gynecological Robot Surgery since 2013.
Previous assignments: –
Independent in relation to Surgical Science Sweden AB and its management / major shareholders: Yes / Yes
Shareholding: 1 000 shares.
Elisabeth Hansson
Position: Board member since 2021.
Born: 1975
Education: M.Sc. Economics, Stockholm School of Economics.
Other assignments: Board member of Mentor International. CFO SJ AB.
Previous assignments: Management consultant for 17 years with focus on health and medical care in the Nordic countries as well as Partner at Boston Consulting Group and Associate Principal at McKinsey & Company.
Independent in relation to Surgical Science Sweden AB and its management / major shareholders: Yes / Yes
Shareholding: 1,300 shares.
Gisli Hennermark
Position: Board member since 2024
Born: 1972
Education: M.Sc. Economics, Stockholm School of Economics.
Employed since: 2017
Previous Experience: CEO Surgical Science 2015-2024. Gisli brings a broad entrepreneurial and business background from management consulting, such as Arthur D. Little, and his own successful ventures such as SamSari (trade sale, exit in 2010).
Other assignments: Board Member in Panasari AB and Espansari AB.
Shareholding: 342 200 shares and 20 000 options.
Global Leadership Team
Surgical Science’s executive management team consists of 8 senior executives, including the CEO.
Tom Englund
CEO
Born: 1976
Education: M.Sc. Industrial Engineering and Management, Linköping University.
Employed since: 2024
Previous Experience: Tom has previously worked in leading positions in fast-growing high-tech companies such as Instabee, Instabox and Tobii and brings a lot of experience regarding leadership, organizational management, and business development in these types of organizations. Furthermore, he also brings experience from working at Atlas Copco.
Other assignments: –
Shareholding: 2 430 shares.
Anna Ahlberg
CFO
Born: 1970
Employed since: 2018
Education: MBA, Gothenburg School of Economics and Commercial Law.
Previous Experience: Previously (amongst others) CFO and Head of Investor Relations in Q-Med AB, CFO and Head of Investor Relations in Vitrolife AB and Service Line Lead Spine and Orthopaedics and Head of Investor Relations in Global Health Partner AB. She brings an extensive knowledge about international growth companies and the legal requirements of listed companies.
Other assignments: Board member Medistim ASA.
Shareholding: 24 000 shares and 12 000 options.
Ran Bronstein
President, Research & Development
Born: 1964
Education: M.Sc, The Hebrew University of Jerusalem.
Employed since: 1998
Previous Experience: Ran has been a pioneer in the field of Medical Simulation for over twenty years and oversees the whole group’s development operations. He started as one of the three founders of Simbionix, creating the vision of the company and leading the development of the medical simulators. Before joining the company, Ran co-founded Kidum Multimedia and managed its R&D team; a software company focused on 3-D technologies, which was acquired by SEA in 1997. Previously, Ran was a 3D and Simulation Project Leader at Tecnomatix Corporation.
Other assignments: –
Shareholding: 21 638 shares and 12 000 options.
Anders Larsson
CTO
Born: 1973
Education: Mathematics & Computer Science, University of Gothenburg.
Employed since: 1999
Previous Experience: Anders is one of the co-founders of Surgical Science. He is a pioneer in the medical training simulation industry and a catalyst for continued innovation in medical simulation. He started in 1997 with his simulated laparoscopic suturing tasks and launched LapSim in 2000.
Other assignments: –
Shareholding: 47 500 shares and 6 000 options.
Inbal Mazor
EVP Products & Marketing
Born: 1969
Education: B.Sc., Tel Aviv University and MBA in Marketing, Bar-Ilan University.
Employed since: 2000
Previous Experience: Inbal has been managing the marketing and product lines for over 20 years. She has a key role in building the medical simulation business and has been working with leading medical societies and key simulation partners throughout her career. Inbal began her career in marketing in the pharma industry at Novartis Pharma.
Other assignments: –
Shareholding: 18 543 shares and 12 000 options.
Boaz Tal
COO
Born: 1968
Education: L.L.B. and BA in Accountancy and Economics, both from the Tel Aviv University.
Employed since: 2006
Previous experience: Boaz was appointed COO in 2021 after serving as the CFO of Simbionix since 2006. Boaz brings more than 25 years of finance, legal and operations experience. Before Simbionix, Boaz worked with Herzog, Fox & Neeman and PWC.
Other assignments: –
Shareholding: 18 543 shares and 12 000 options.
Doron Zilberman
EVP International Sales, Educational Products
Born: 1962
Education: –
Employed since: 2000
Previous experience: Vice President for Sales, Applitec Ltd. (1995-2000), Vice President for International Sales and Business Development, Simbionix Ltd. (2000-2021).
Other assignments: –
Shareholding: 5 150 shares and 12 000 options.
Niclas M Olsson
EVP Industry/OEM
Born: 1966
Education: Computer Science, University of Lund.
Employed since: 2022
Previous Experience: Niclas was appointed Executive Vice President of Industry/OEM in May 2022. Niclas brings over 20 years of experience in healthcare-related sales, business development, operations, commercial partnerships, and strategy development from world-leading companies like Getinge Group and Synergy Health.
Other assignments: –
Shareholding: 500 shares and 39 000 options.
Auditor
KPMG AB
(responsible auditor Daniel Haglund)
Box 11908, 404 39 Göteborg
Tel +46 31 61 48 00
Email: info@kpmg.se
Web: www.kpmg.se
General Meetings
Meetings up til 2020 only in Swedish.
Nomination Committee
The following members have been appointed to Surgical Sciences’ Nomination Committee for the 2024 Annual General Meeting:
Åsa Hedin, appointed by Marknadspotential ABCelia Grip, appointed by Swedbank Robur FonderAnna Sundberg, appointed by Handelsbanken FonderRoland Bengtsson, Chairman of the Board
The appointments have been made in accordance with the instructions regarding principles for the appointment of the company’s Nomination Committee established at the Annual General Meeting of Surgical Science on May 6, 2020. The shareholders that have appointed the members of the Nomination Committee represented in aggregate just above 27 percent of all shares in the company as of September 30, 2023.
The Nomination Committee shall prepare and submit proposals to the Annual General Meeting regarding: (i) election of Chairman of the Meeting, (ii) election of board members, (iii) election of Chairman of the Board, (iv) resolution on board remuneration with the division between the chairman and other members of the board, (v) resolution on remuneration for the members of the Remuneration and Audit Committee (if applicable), (vi) election of auditors, (vii) resolution on remuneration of auditors, and (viii) to the extent deemed necessary, resolution on amendments in current rules for the Nomination Committee.
The Annual General Meeting of Surgical Science Sweden AB (publ) will be held on Thursday, May 16, 2024 in Gothenburg. Shareholders who wish to submit proposals to the Nomination Committee are welcome to do so in due time before the 2024 Annual General Meeting so that the Nomination Committee has time to consider the proposal. Proposals may be sent to Surgical Science Sweden AB (publ), Att: Nomination Committee, Drakegatan 7A, 412 50 Gothenburg, Sweden.
Options Program
Warrants 2022_25
Surgical Science’s Annual General Meeting on May 12, 2022 resolved to establish an incentive program for company employees. Each warrant entitles the holder to subscribe for one share in the company for SEK 175.70 during the period June 10 to July 10, 2025. The company subsidizes the warrants program, with participants receiving warrants as a benefit. Participants are required to pay tax on this benefit, with the premium being calculated at SEK 28.74 per warrant. Fully exercised, the incentive program will increase Surgical Science’s share capital by SEK 10,000 and the number of shares by 200,000, corresponding to the dilution of the total number of shares and votes by slightly less than 0.4 percent.
Incentive program costs
Preliminarily, the incentive program is estimated to entail social security contributions of SEK 0.9 million, as well as costs of SEK 5.8 million in accordance with the accounting rules under IFRS2. The amount comprises the IFRS2 cost attributable to Israel and the US and is distributed across the term of the program until July 2025.
Warrants 2023_26
Surgical Science’s Annual General Meeting on May 17, 2023 resolved to establish an incentive program for company employees. Each warrant entitles the holder to subscribe for one share in the company for SEK 294.70 during the period June 15 to July 15, 2026. The company subsidizes the warrants program, with participants receiving warrants as a benefit. Participants are required to pay tax on this benefit, with the premium being calculated at SEK 36.43 per warrant. Fully exercised, the incentive program will increase Surgical Science’s share capital by SEK 13,000 and the number of shares by 260,000, corresponding to the dilution of the total number of shares and votes by about 0.5 percent.
Incentive program costs
Preliminarily, the incentive program is estimated to entail social security contributions of SEK 0.5 million, as well as costs of SEK 9.0 million in accordance with the accounting rules under IFRS2.
Warrants 2024_27:1
Surgical Science’s Annual General Meeting on May 16, 2024 resolved to establish an incentive program for company employees within the group and senior executives in Israel. Each warrant entitles the holder to subscribe for one share in the company for SEK 170.50 during the period June 14 to July 14, 2027. The company subsidizes the warrants program, with participants receiving warrants as a benefit. Participants are required to pay tax on this benefit, with the premium being calculated at SEK 33.31 per warrant. Fully exercised, the incentive program will increase Surgical Science’s share capital by SEK 15,000 and the number of shares by 300,000, corresponding to the dilution of the total number of shares and votes by about 0.58 percent.
Incentive program costs
Preliminarily, the incentive program is estimated to entail social security contributions of SEK 1.0 million, as well as costs of SEK 9.5 million in accordance with the accounting rules under IFRS2.
Warrants 2024_27:2
Surgical Science’s Annual General Meeting on May 16, 2024 resolved to establish an incentive program for senior executives in Sweden. Each warrant entitles the holder to subscribe for one share in the company for SEK 170.50 during the period June 14 to July 14, 2027. The company subsidizes the warrants program, with participants receiving warrants as a benefit. Participants are required to pay tax on this benefit, with the premium being calculated at SEK 33.31 per warrant. Fully exercised, the incentive program will increase Surgical Science’s share capital by SEK 1,400 and the number of shares by 28,000, corresponding to the dilution of the total number of shares and votes by about 0.05 percent.
Incentive program costs
Preliminarily, the incentive program is estimated to entail social security contributions of SEK 0.3 million, as well as costs of SEK 0.9 million in accordance with the accounting rules under IFRS2.
Code of Conduct
Surgical Science’s Code of Conduct is a compilation of the values, approaches, and guidelines for the way we conduct our business.
View our Code of Conduct below.
Book of Values
Surgical Science’s operations are founded on people and the way we act. Our values and the accounts of what they mean to us are set out in our book of values, which you can find below.