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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 2019, the committee held seven meetings and dealt with the following main matters: 

  • Reviewed and proposed to the Board the annual report 2018 & CSR report 2018 to be approved
  • Reviewed and proposed to the Board the quarterly statements for Q1, Q2 and Q3 of 2019 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
  • 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 audit matters 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 and discussed the Company’s internal control and risk management process including cyber risk and whistle-blower-setup
  • 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 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
  • Reviewed and approved update of procedure for approval on non-audit services from appointed auditors
  • Discussed if the Company should run a request-for-proposal process for audit services
  • Monitored and discussed the handling of the now successfully completed discussions with the Danish tax authorities regarding tax handling of the PROSTVAC project
  • Discussed financing needs and right-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 2019, the committee held seven meetings, including two conference calls and dealt with the following main matters: 

  • Reviewed and proposed to the Board the remuneration levels for 2019 for the Board and its sub-committees to be approved by the AGM
  • Reviewed the remuneration levels for 2019 for the Executive Management incl. pension scheme
  • Reviewed the Company’s Remuneration Policy
  • 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 programmes for 2019
  • 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 new candidates for the Board and 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.

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)

This committee was established in 2020 and has therefore not performed its annual review yet.