SEARCH:

Board Practices

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 (Chairman)
  • Peter Kürstein
  • Anders Gersel Pedersen

In 2021, the committee held 5 meetings and dealt with the following main matters:

  • Reviewed and proposed to the Board the annual report 2020 & CSR report 2020 to be approved
  • Reviewed and proposed to the Board the quarterly statements for Q1, Q2 and Q3 of 2021 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
  • Monitored and reported to the Board about capital resources and structure, including discussion of directed share issue and private placement of new shares to strengthen the Company’s capital base and commitment to promising COVID-19 and RSV candidates
  • 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 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 compliance programme
  • Reviewed and proposed to the Board an updated Code of Conduct and an updated whistleblower set-up for approval
  • Reviewed and assessed the Company’s strategy for environmental, social and governance (ESG) matters
  • 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

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:

  • Gerard van Odijk (Chairman) 
  • Frank Verwiel
  • Peter Kürstein

In 2021, the committee held 7 meetings and dealt with the following main matters:

  • Reviewed and proposed to the Board the remuneration levels for 2021 for the Board and its sub-committees to be approved by the AGM
  • Reviewed the remuneration levels for 2021 for the Executive Management including a retention program for CEO, Paul Chaplin.
  • 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 programs for 2021
  • Assisted with the preparation of the annual remuneration report
  • Discussed the employee engagement survey
  • Performed a Board composition review, including desired competences and qualifications required by the Board and an assessment of their combined competences
  • Planned and performed a Board Evaluation
  • Discussed long term succession planning for the Board, including the future composition of the Board
  • 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
  • Reviewed a revised career and compensation framework

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:

  • Gerard van Odijk
  • Anders Gersel Petersen
  • Anne Louise Eberhard
  • Frank Verwiel

In 2021, the committee held 4 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
  • Reviewed and proposed to the Board the procedures of the committee to be approved
  • Discussed topline business cases for additional assets
  • Reviewed potential M&A strategy
  • Reviewed and monitored the integration and transition of the assets acquired from GSK
  • Performed a full review of the RSV program, including available clinical full data, target product profile, competitive assessment and updated phase 3 program
  • Discussed the budget 2022 regarding Bavarian Nordic’s current pipeline

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 by an external consultant. 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 further 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 2021 self-evaluation was facilitated by an external consultant and followed up by one-on-one interviews by the Chair. Key conclusions were positive with a continued satisfaction with the Board’s work as well as the work in the committees. Organizational development and continued optimization of Board meeting efficiency will also be a focus area in 2022.