Governance
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Governance
To support its duties., ÐǺ£ÆåÅÆ’s Board of Directors has established and appointed Finance, Compensation, Nominating and Corporate Governance and Scientific Committees.
The Audit and Finance Committee shall meet at least quarterly, or more frequently as circumstances dictate. During 2024, the Audit and Finance Committee held 12 meetings. The charter of the Audit and Finance Committee provides that the Audit and Finance Committee shall assist the Board of Directors with respect to the Board of Directors’ responsibilities to ensure the effectiveness of the internal controls over financial and sustainability reporting and risk management systems as well as compliance with legal and regulatory requirements. The Audit and Finance Committee shall furthermore assist the Board of Directors with the oversight of the financial and sustainability reporting process to ensure the quality, transparency and integrity of the published financial and sustainability information. The Audit and Finance Committee’s oversight responsibilities also include matters related to information technology systems, processes and data, including the adequacy of security therefor, and assurance over sustainability reporting. In addition, the Audit and Finance Committee shall assist the Board of Directors with the oversight of the Internal Audit function and with oversight of the independent auditor process, including recommending the appointment and assessing the performance and qualifications of the independent auditor and related fees. ÐǺ£ÆåÅÆ’s independent auditors will meet with the Audit and Finance Committee at least once per year and report on matters arising from their audit work. During 2024 the Audit and Finance Committee held ten meetings that included the auditors. Moreover, the Audit and Finance Committee shall assist the Board of Directors with review and recommendation for approval or non-approval with respect to the financial considerations relating to leases, capital projects, licenses and M&A activities or divestitures; debt or equity transactions; changes in the financial policy or capital structure of ÐǺ£ÆåÅÆ; and changes in ÐǺ£ÆåÅÆ’s investment policy.
The Board of Directors has elected the following members to the Audit and Finance Committee
Chair of Audit & Finance Committee
Independent member and Chair of the Audit and Finance Committee with broad business experience from the telecoms industry and comprehensive all round background within finance. Pernille Erenbjerg is an audit committee financial expert based on her professional experience, including her background within accounting, her service in senior finance leadership at TDC Group A/S and as an audit committee chair or member at other public companies.
Member of Audit & Finance Committee
Independent member with extensive expertise in corporate governance and experience with business turnaround, corporate culture transformation, product launch, and talent development.
Member of Audit & Finance Committee
Independent member with extensive experience in international management with expertise in creating and optimizing commercial opportunities in global markets.
Member of Audit & Finance Committee
Independent member with solid financial experience including strategic, operational and reporting across the value chain. Elizabeth O’Farrell is an audit committee financial expert based on her professional experience, including her service in senior finance leadership positions at Eli Lilly and as an audit committee chair or member at other public companies.
The Compensation Committee shall meet at least twice a year. During 2024, the Compensation Committee held six meetings. The charter for the Compensation Committee provides that the role of the Compensation Committee is to assist the Board of Directors with respect to the Board of Directors’ responsibilities relating to compensation of the Executive Management and to oversee and advise the Board of Directors on the adoption of policies that govern ÐǺ£ÆåÅÆ’s compensation programs, including equity-based programs and benefit plans. The Compensation Committee makes proposals, for the approval of the Board of Directors, of a compensation report and recommendations to the Board of Directors regarding specific remuneration packages for each of the members of the Board of Directors as well as the Executive Management, including pension rights and any compensation payments. In addition, the Compensation Committee makes proposals, for approval by the Board of Directors in respect of the Remuneration Policy to be proposed by the Board of Directors for adoption by the Annual General Meeting.
The Board of Directors has elected the following members to the Compensation Committee
Chair of Compensation Committee
Non-independent member and Chair of the Compensation Committee with considerable business and management experience in pharmaceutical industry, including expertise in clinical research, development, regulatory affairs and product life cycle management.
Member of Compensation Committee
Independent member with extensive expertise in corporate governance and experience with business turnaround, corporate culture transformation, product launch, and talent development.
Member of Compensation Committee
Independent member with extensive experience in research, development and commercialization in the pharmaceutical industry.
Member of Compensation Committee
Independent member with solid financial experience including strategic, operational and reporting across the value chain.
The Nominating and Corporate Governance Committee shall meet at least twice a year and otherwise as the Nominating and Corporate Governance Committee deems appropriate. During 2024, the Nominating and Corporate Governance Committee held seven meetings. The Charter for the Nominating and Corporate Governance Committee provides that the role of the Nominating and Corporate Governance Committee is to identify, review, evaluate and recommend to the full Board of Directors candidates to serve as ÐǺ£ÆåÅÆ’s board members as well as to make recommendations to the Board of Directors regarding affairs relating to ÐǺ£ÆåÅÆ’s board members, including whether existing board members should be re-nominated. The Nominating and Corporate Governance Committee shall furthermore evaluate the composition of ÐǺ£ÆåÅÆ’s board committees and recommend board committee candidates to the Board of Directors. As part of this responsibility, the Nominating and Corporate Governance Committee reviews the core competencies and areas of expertise of the Board of Directors to ensure that the current skills reflect ÐǺ£ÆåÅÆ’s strategy and the current market environment. To bring the disclosure of ESG competences in line with requirements under the EU Corporate Sustainability Reporting Directive (CSRD), the Board of Directors’ ESG competences have been mapped against ÐǺ£ÆåÅÆ’s material impacts, risks and opportunities and are further detailed in the Appendix to this Report. Also, other relevant competencies and areas of expertise are reflected in the board diversity and skills matrix accessible at the following link. In addition, the Nominating and Corporate Governance Committee oversees the preparation and periodic review of a diversity policy for the Board of Directors’ approval. The Nominating and Corporate Governance Committee also administers and oversees all aspects of ÐǺ£ÆåÅÆ’s efforts related to corporate governance, corporate social responsibility (CSR), ESG and sustainability and make recommendations to the Board of Directors regarding corporate governance, CSR, ESG and sustainability matters. This includes overseeing ÐǺ£ÆåÅÆ’s climate strategy, progress toward carbon reduction targets, and relevant prevention and mitigation measures.
The Board of Directors has elected the following members to the Nominating and Corporate Governance Committee
Chair of Nominating and Corporate Governance Committee
Independent member and Chair of the Nominating and Corporate Governance Committee with extensive expertise in corporate governance and experience with business turnaround, corporate culture transformation, product launch and talent development.
Member of Nominating and Corporate Governance Committee
Non-independent member with considerable business and management experience in pharmaceutical industry, including expertise in clinical research, development, regulatory affairs and product life cycle management.
Member of Nominating and Corporate Governance Committee
Independent member with broad business experience from the telecoms industry and comprehensive all round background within finance.
The Scientific Committee shall meet at least twice a year or more frequently as the circumstances dictate. During 2024, the Scientific Committee held four meetings. The charter for the Scientific Committee provides that the Scientific Committee shall provide input and advise the Board of Directors on matters relating to ÐǺ£ÆåÅÆ’s R&D strategy, including reviewing ÐǺ£ÆåÅÆ’s pre-clinical and clinical product pipeline and the ranking thereof in view of ÐǺ£ÆåÅÆ’s overall strategy and vision. The Scientific Committee shall furthermore provide advice on external opportunities related to the ÐǺ£ÆåÅÆ’s R&D strategy and pipeline. The primary duties and responsibilities of the Scientific Committee are to review and discuss the pre-clinical and clinical product portfolio of ÐǺ£ÆåÅÆ, to review and discuss ÐǺ£ÆåÅÆ’s R&D strategy and to review science and technology trends. In addition, the Scientific Committee shall provide strategic advice and make recommendations to the ongoing R&D programs, discuss and provide advice on the R&D capacity of ÐǺ£ÆåÅÆ, and the organization thereof, and review and discuss ÐǺ£ÆåÅÆ’s intellectual property strategies.
The Board of Directors has elected the following members to the Scientific Committee:
Chair of Scientific Committee
Independent member and Chair of the Scientific Committee with extensive experience in research, development and commercialization in the pharmaceutical industry.
Member of Scientific Committee
Non-independent member with considerable business and management experience in pharmaceutical industry, including expertise in clinical research, development, regulatory affairs and product life cycle management.
Member of Scientific Committee
Independent member with extensive experience in international management with expertise in creating and optimizing commercial opportunities in global markets.
