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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, a Nomination and Compensation Committee and a Science, Technology & Investment Committee. These committees 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:

  • Anne Louise Eberhard (Chairman)
  • Erik G. Hansen
  • Peter Kürstein
  • Frank Verwiel

Committee Charter (pdf)

In 2020, the committee held 6 meetings and dealt with the following main matters:

  • Reviewed and proposed to the Board the annual report 2019 & CSR report 2019 to be approved
  • Reviewed and proposed to the Board the quarterly statements for Q1, Q2 and Q3 of 2020 to be approved
  • Reviewed and proposed to the Board updates to Company financial guidance 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 the auditors at the next AGM
  • Reviewed and proposed to the Board engagement fees for the Audit services to be approved
  • Reviewed and approved update of procedure for approval on non-audit services from appointed auditors
  • 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
  • Reviewed and discussed changes to financial management processes as a consequence of the acquisition of new vaccines, including reviewing new commercial performance management systems
  • Monitored and reported to the Board about capital resources and structure
  • Discussed audit legislation and key audit matters with the auditors
  • Monitored the internal currency, investment, counterpart and financing policies
  • Reviewed and proposed to the Board the Tax Policy to be approved
  • Reviewed and assessed the reports on the internal control and risk management systems
  • Reviewed and discussed the Company’s risk management process
  • Reviewed and proposed to the Board updates to the Code of Conduct and the whistleblower set-up to be approved
  • Reviewed, assessed and proposed to the Board the Company’s insurance coverage for approval
  • Met with the auditors without the CFO or other members of the Executive Management
  • Assessed the need for an internal audit function
  • Reviewed and proposed to the Board the procedures of the committee to be approved
  • Conducted a self-evaluation of the committee’s work and performance through the Board self-evaluation process
  • Reviewed and discussed the cyber risk preparedness
  • Monitored and discussed the interim funding and the rights issue process arising as a consequence of the acquisition of new products.

Nomination and Compensation Committee

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

  • Gerard van Odijk (Chairman) 
  • Anders Gersel Petersen
  • Frank Verwiel
  • Peter Kürstein

Commitee Charter (pdf)

In 2020, the committee held 8 meetings and dealt with the following main matters:

  • Reviewed and proposed to the Board the remuneration levels for 2020 for the Board and its sub-committees to be approved by the AGM
  • Reviewed the remuneration levels for 2020 for the Executive Management incl. pension scheme
  • Reviewed the Company’s Remuneration Policy
  • Discussed adjustment of incentive programs due to 2020 rights issue
  • Reviewed the short and long-term incentive programs for the Executive Management and other members of the senior management and recommended to the Board the structure of the programs for 2020
  • Assisted with the preparation of the annual remuneration report
  • Performed a Board assessment process
  • Discussed an employee survey
  • Performed a Board composition review, including desired competences and qualifications required by the Board and an assessment of their combined competences
  • Performed a Board Evaluation and discussed the report
  • Discussed long term succession planning for the Board, including the future composition of the Board
  • Interviewed and discussed new candidates for new members of Executive Management
  • Discussed the Company’s activities to ensure relevant diversity at management level
  • Reviewed and proposed to the Board the procedures of the committee to be approved
  • Established an election committee for yes/no vote on Board Employee Representatives.

Science, Technology & Investment Committee

The Board has elected the following members to the Science, Technology & Investment Committee:

  • Elizabeth McKee Anderson (Chairman) 
  • Anders Gersel Petersen
  • Erik G. Hansen
  • Gerard van Odijk

Commitee Charter (pdf)

In 2020, the committee held 2 meetings and dealt with the following main matters:

  • Reviewed the Company’s early and late stage infectious disease portfolio and immuno-oncology portfolio including informing the Board of Directors of the actual progress and potential future strategic directions
  • Discussed the budget 2021 in regard to Bavarian Nordic’ current pipeline.