Corporate Governance
Vitrolife’s market value amounts to less than SEK 3 billion and thus the company has previously not been bound by the requirement to apply the Swedish code for Corporate Governance. The company has not applied the code on a voluntary basis either.

As of July 1, 2008, Vitrolife is required to apply the Swedish code for Corporate Governance.


The work of the Board
After the Annual General Meeting 2009, the Board of Vitrolife AB (publ) consists of 6 Directors, with competence within medical technology and biotechnology and the areas of finance and strategy. The Board met on 9 (6) occasions during 2009. A from April 2009 secretary was the company’s CFO Eva Nilsagård for the period before that the CEO assistant Anita Ahlqvist was acting secretary. One of the meetings during the year was specially devoted to strategic issues. In addition, parts of the Board met on a number of occasions to discuss questions that they had been asked to investigate further. The company’s auditor took part in the financial statements meeting for the year.


The work of the Board follows the formal work plan, which regulates areas such as the division of responsibility, the number of obligatory meetings, how notices of Board meetings should be formed, background information and minutes, disqualification, obligatory matters that the CEO shall submit to the Board and signing for the company. The Board continually deals with matters such as the business situation, interim financial statements, the budget, strategies and external information.

Committees
The following people have been appointed as members of Vitrolife’s election committee for the Annual General Meeting in 2010:


Henrik Blomquist, representing Bure Equity AB
Johan Ståhl, representing Lannebo Fonder
Martin Lewin, representing Eccenovo AB
Patrik Tigerschiöld, Chairman of the Board

The Board has no audit committee. The auditor is elected at the General Meeting of shareholders.
There is no separate remunerations committee. This is constituted by the whole Board.

The appointments have been made in accordance with the instructions regarding principles for the appointment of the company election committee which were determined at the Annual General Meeting of Vitrolife on April 27, 2009.

The instructions also contain rules for the election committee’s tasks and meetings and for changes to the instructions.

Shareholders who wish to have a matter considered at the meeting can make a written request to this effect to the Board. Such a request for consideration of a matter is to be sent to Vitrolife AB (publ), Att: Styrelsens ordförande, Box 9080, 400 92 Göteborg, Sweden, and must have been received by the Board at least seven weeks before the Annual General Meeting, or in any case in such good time that the matter, if so necessary, can be included in the invitation to the meeting.