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Bavarian Nordic

Board Practices

The Board of Directors of Bavarian Nordic consists of seven external members elected by the shareholders at the annual general meeting for terms of one year, and four members elected by the employees for terms of four years.

The Board discharges its duties in accordance with the rules of procedure of the Board, which are reviewed and updated by all members of the Board.

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 and 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

Terms of reference - Finance, Risk and Audit Committee (pdf)

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

  • Anne Louise Eberhard (Chair)
  • Anders Gersel Pedersen
  • Johan van Hoof
  • Montse Montaner

In 2023, the committee held 5 meetings and dealt with the following main matters:

  • Reviewed and proposed to the Board for approval the annual report, remuneration report, corporate governance report and sustainability report for the financial year 2022
  • Reviewed and proposed to the Board for approval the quarterly statements for Q1, Q2 and Q3 of 2023
  • Reviewed and proposed to the Board for approval the updates to Company financial guidance
  • Reviewed and proposed to the Board for approval the auditor’s audit book comments and the audit plan
  • Monitored and controlled the auditors’ independence, objectivity and competence
  • Monitored the audit tender process and selection of the new auditor and proposed to the Board for approval by the AGM the election of the new auditor
  • Reviewed and proposed to the Board for approval the engagement fees for the audit services
  • Reviewed and approved the 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
  • 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, counterpart and financing policies
  • Reviewed and proposed to the Board a revised Tax Policy to be approved
  • Reviewed and assessed the Company’s debt and financing structure
  • Reviewed and revised the Company’s financial investment policy
  • Reviewed and assessed the reports on the internal control and risk management systems, including review of cyber risk preparedness
  • Reviewed and discussed the Company’s risk management process
  • Reviewed and assessed the Company’s business ethics and compliance programme • Reviewed the whistle-blower report
  • Received regular updates on, reviewed and assessed the Company’s strategy for environmental, social and governance ("ESG") matters
  • Reviewed, assessed and proposed to the Board for approval 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 for approval the rules of procedures of the committee
  • Conducted a self-evaluation of the committee’s work and performance through the Board self-evaluation process

Nomination and Compensation Committee

Terms of reference - Nomination and Compensation Committee (pdf)

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

  • Luc Debruyne (Chair)
  • Peter Kürstein
  • Frank Verwiel
  • Anne Louise Eberhard

In 2023, the committee held 5 meetings and dealt with the following main matters:

  • Reviewed and proposed to the Board for approval by the AGM the remuneration levels for 2023 for the Board and its sub-committees
  • Reviewed the remuneration levels for 2023 for the Executive Management
  • Reviewed the Company’s remuneration policy to be approved by the AGM
  • Reviewed the short and long-term incentive programs for the Executive Management and other members of the senior management and the long-term incentive program to the Board
  • Reviewed the annual remuneration report • Performed a review of the composition of the Board, including desired competences and qualifications required by the Board
  • Ensured execution of an evaluation of the Board
  • Discussed long term succession planning and future composition of the Board and the Executive Management
  • Discussed diversity at the Board and Company level as well as gender pay ratio and inclusion activities going forward
  • Reviewed and proposed to the Board for approval the rules of procedures of the committee

Science, Technology and Investment Committee

Terms of reference - Science, Technology and Investment Committee (pdf)

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

  • Heidi Hunter (Chair)
  • Luc Debruyne
  • Anders Gersel Petersen
  • Frank Verwiel
  • Johan van Hoof

In 2023, the committee held 5 meetings and dealt with the following main matters: 

  • Reviewed and monitored the progress of and results from the Company’s clinical trials
  • Reviewed the governance and plans for inte - gration of the assets acquired from Emergent BioSolutions, and monitored the continued integration and transition of these assets
  • Reviewed and monitored the continued integra - tion and transition of the assets acquired from GSK
  • Reviewed and supported Executive Management with the preparations for the Board’s review of the corporate strategy
  • Reviewed the Company’s R&D portfolio
  • Reviewed and discussed business development, including M&A strategy
  • Discussed the R&D budget for 2024
  • Reviewed and proposed to the Board for approval the rules of procedures of the committee

Board evaluation

The Board and its subcommittees conduct every year a self-evaluation of the Board's and subcommittee’s work, accomplishments and composition. The chair heads the annual evaluation, which is conducted at least every third year with external assistance. The process, whether it is facilitated internally or by external consultants, evaluates topics such as board dynamics, board agenda, quality of the material that is submitted to the Board, discussions at the Board meetings, the chair’s leadership of the Board, strategy, Board composition and Board competencies. Typically, the process is facilitated by each Board member filling out a detailed questionnaire, and the Board members are asked to score to which extent they agree to the individual questions. The results of the questionnaire are then discussed at a subsequent Board meeting, and the individual comments submitted are used in the planning and handling of future Board meetings.

The 2023 self-evaluation was performed through completion of a detailed questionnaire, facilitated with external assistance. In general, key conclusions were positive with a continued satisfaction with the Board’s work as well as the work in the committees. Introductory training of new board members was identified as a new focus area for 2024, and organizational development will continue to be a focus area also in 2024.