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Board Committees

To support the Board in its duties, the Board has established and appointed a Finance, Risk and Audit Committee and a Nomination and Compensation Committee. These committees, which became into effect after the annual general meeting in April 2015, are charged with reviewing issues pertaining to their respective fields that are due to be considered at board meetings.


Finance, Risk and Audit Committee

The Board has elected the following members to the Finance, Risk and Audit Committee:

  • Erik G. Hansen (Chairman)
  • Anders Gersel Pedersen
  • Frank Verwiel
  • Anne Louise Eberhard

Committee Charter (pdf)

In 2018, the committee held seven meetings, including one conference call and dealt with the following main matters: 

  • Reviewed and proposed to the Board the annual report 2017 & CSR report 2017 to be approved
  • Reviewed and proposed to the Board the quarterly statements for Q1, Q2 and Q3 of 2018 to be approved
  • Reviewed and proposed to the Board the auditor’s audit book comments and the audit plan to be approved
  • Monitored and controlled the auditors’ independence, objectivity and competence
  • Reviewed and proposed to the Board the election of auditors at the next AGM
  • Monitored and reported to the Board about significant accounting policies; significant accounting estimates; related party transactions; and uncertainties and risks, including in relation to the outlook for the current year
  • Monitored and reported to the Board about capital resources and structure
  • Discussed audit legislation and key issues with the auditors
  • Monitored the internal currency, investment, counterpart and financing policies
  • Reviewed and assessed the reports on the internal control and risk management systems
  • Reviewed the Company’s internal control and risk management process
  • Reviewed and assessed the Company’s insurance coverage
  • Met with the auditors without the CFO or other members of the Executive Management
  • Assessed the need of an internal audit function
  • Reviewed and proposed to the Board the procedures of the committee to be approved
  • Made a self-evaluation of the committee’s work and performance
  • Updated the annual wheel for activities in the committee
  • Reviewed and approved update of procedure for approval on non-audit services from appointed auditors.
  • Monitored and discussed the handling of ongoing discussions with the Danish tax authorities regarding tax handling of the PROSTVAC project.

Nomination and Compensation Committee

The Board has elected the following members to the Nomination and Compensation Committee:

  • Gerard van Odijk (Chairman) 
  • Peter Kürstein
  • Elizabeth McKee Anderson

Commitee Charter (pdf)

In 2018, the committee held eight meetings, including one conference call and dealt with the following main matters: 

  • Reviewed and proposed to the Board the remuneration levels for 2018 for the Board and its sub-committees to be approved by the Annual General Meeting
  • Reviewed the remuneration levels for 2018 for the Executive Management
  • Reviewed the short and long-term incentive programmes for the Executive Management and other members of the senior management and recommended to the Board the structure of the programmes for 2018
  • Assisted with the preparation of the annual remuneration report
  • Performed a Board and Executive Management assessment process
  • Performed a Board and Executive Management composition review, including desired competences and qualifications required by the Board and Executive Management and an assessment of their combined competences
  • Discussed long term succession planning for the Board, including the future composition of the Board
  • Interviewed and discussed candidates for the position as the Company’s new CFO
  • Discussed the Company’s activities to ensure relevant diversity at management level