Corporate Governance
Bavarian Nordic regularly evaluates developments within
Corporate Governance and best practice in relation to the business
areas of the Company.
According to "Rules for Issuers of Shares" issued by NASDAQ OMX,
a company listed on NASDAQ OMX must comment on its position
relative to the "Recommendations on Corporate Governance". The
comments must be prepared by applying the "comply or explain"
principle.
Management believes that the Company is operated in compliance
with guidelines and recommendations that support the Company's
business model and can create value for Bavarian Nordic's
stakeholders. Management monitors regularly and at least once a
year adherence to the recommendations on corporate governance in
order to ensure the best possible utilisation of and compliance
with the recommendations and legislation.
The Company complies with the "Recommendations on Corporate
Governance". The Company has decided to embark on certain
deviations as explained in detail below.
The Committee recommends that the supervisory board consider
to what extent generally accepted accounting standards other than
those required, such as US-GAAP, should be applied as a supplement
to the annual report if trade conditions or other circumstances
make this relevant in relation to the information needs of the
recipients, including the need for comparability.
The Company's annual report is presented in accordance with the
International Financial Reporting Standards (IFRS) and other Danish
requirements to the presentation of financial statements by listed
companies. The Company's annual report does not include any
supplementary information about additional accounting standards or
non-financial information, but the Board of Directors regularly
evaluates the need therefore.
In connection with the preparation of the annual report, the
Committee recommends that the supervisory board decide whether it
is expedient that the company publishes details of a non-financial
nature, even in instances where this is not required by any
applicable legislation or standards.
The Board of Directors regularly considers whether it would be
expedient to include non-financial information in the annual
report, for instance information on the Company's knowledge
management (the development and maintenance of internal knowledge
resources).
It is recommended that the supervisory board regularly
evaluates which competencies it must hold to carry out the tasks
imposed on it in the best possible manner and that it evaluates the
composition of the supervisory board in light thereof. In the
evaluation, it is recommended that the supervisory board should
factor in gender, age and the like.
The Board of Directors endeavours to ensure that the Board is
composed in such a way that the members of the Board of Directors
hold the professional competencies and business background
necessary to handle the tasks imposed on it. New members are
recruited on the basis of the criteria set out above and not on the
basis of a formally fixed process. The members of the Board of
Directors are elected by the shareholders. The Board of Directors
does not deem it necessary to define a formal process regarding the
composition of the Board in which diversity, including in relation
to gender and age, is a separate parameter.
It is recommended that the Company fixes an age limit for
board members.
The Company has not fixed an age limit for members of its Board
of Directors: the Board of Directors is composed of competent and
experienced persons who each contribute to the Company's growth and
management. The members of the Board of Directors are elected by
the Company's shareholders, and re-election by the shareholders
confirms the confidence in the individual Board members,
irrespective of their age. This issue is evaluated regularly as
part of the overall assessment of the work of the Board of
Directors and Management.
The Committee recommends that the supervisory board consider
and decide whether to establish committees, including nomination,
remuneration and audit committees.
The Board of Directors' rules of procedure allow for the
potential establishment of sub-committees. The Company has an audit
committee consisting of the Company's board members and chaired by
Flemming Pedersen. The audit committee reviews and discusses the
accounting and audit practices with the Company's auditors elected
at the general meeting and the Corporate Management in accordance
with the working framework of the audit committee. The Company has
no other sub-committees.
The Committee recommends that the supervisory board adopt a
remuneration policy and that the company disclose the contents of
such policy in its annual report and on the company's
website.
The Company does not have an overall formalised remuneration
policy since it is not deemed to be expedient. The shareholders
approve the remuneration of the Board of Directors at the general
meeting, and the Board of Directors determines the remuneration of
the Corporate Management and, in consultation with the Corporate
Management, the remuneration of the Executive Vice Presidents. In
determining the remuneration, the Company has regard to the
interests of the Company and the shareholders and ensures that the
remuneration is reasonable relative to the tasks and responsibility
undertaken. The Company has approved guidelines for incentive
remuneration to the Board of Directors and the Corporate
Management, including detailed instructions as to the Company's
application of this type of remuneration.
The Company does not merely make use of warrants in the
remuneration of the Corporate Management, but also in the
remuneration of the Board of Directors. This is due to the fact
that Management believes that warrants ensure a close correlation
between the structure of the Board remuneration and the interests
of the shareholders.
