Corporate Governance - Vaccibody.com
2124
page-template-default,page,page-id-2124,bridge-core-2.4.3,ajax_updown_fade,page_not_loaded,,qode-title-hidden,qode-child-theme-ver-,qode-theme-ver-22.8,qode-theme-bridge,disabled_footer_top,qode_header_in_grid,wpb-js-composer js-comp-ver-6.3.0,vc_responsive

Corporate Governance

The Board of Directors of Vaccibody is committed to maintaining good corporate governance standards. Vaccibody is not a publicly listed company (the Company’s shares are registered on the NOTC), but the Company seeks direction from the guidelines and procedures stipulated in the Norwegian Code of Practice for Corporate Governance (issued October 17, 2018 (NCPCG)).

 

This Corporate governance section includes the measures implemented for the efficient management and control of Vaccibody’s operations. The Board of Directors and the Executive Management of Vaccibody are committed to complying with the demands of shareholders and other stakeholders for efficient business operations, while at the same time being committed to running the Company independently.

BUSINESS

Vaccibody is a clinical-stage biopharmaceutical company dedicated to the discovery and development of novel immunotherapies for cancer and infectious diseases. The Company has established a set of guidelines that lay down the ethical standards for behavior toward colleagues, suppliers, patients, business partners and other relevant stakeholders. The Company has developed anti-corruption guidelines and instructions regarding the handling of waste materials that may impact the environment.

GENERAL MEETING

The Company’s general meetings are open to all shareholders. The chairman of the meeting is elected by the shareholders. This is considered sufficient to ensure the independence of the meeting chairman.

 

The Chairman of the Board and the Chairman of the Nomination Committee shall be present at the general meeting. The Company’s independent auditors will attend the meeting if deemed necessary due to items on the agenda.

NOMINATION COMMITTEE

The Nomination Committee is appointed at the Company’s general meeting pursuant to Article 8 of
the Company’s Articles of Association. The Nomination Committee is responsible for recommending candidates to the Board of Directors and the remuneration of the board members in accordance with the instructions for the Nomination Committee issued by the Board of Directors and sanctioned by the shareholders in general meeting.

 

The Company established its first Nomination Committee at the Annual General Meeting held on April 10, 2018. The current Nomination Committee consists of three members:

  • Jonas Einarsson (Chairman) has over 30 years of experience in the pharmaceutical industry and is
    currently the CEO of Radforsk.
  • Hans Petter Bøhn is a manager of the not-for-profit foundation Svanhild og Arne Musts Fond for Medisinsk Forskning as well as serving as an independent advisor to the Research Council of Norway, the Norwegian Cancer Society and a number of biotech start-ups.
  • Jan Fikkan has international senior management experience from GE Healthcare and Amersham Health, among others.

 

The committee members were elected for a term of one year which expires at the Annual General Meeting in 2020. They are considered independent of the Board of Directors and the Executive Management.

 

The Chairman of the Board and the Chairman of the Nomination Committee shall be present at the general meeting. The Company’s independent auditors will attend the meeting if deemed necessary due to items on the agenda.

BOARD OF DIRECTORS

Pursuant to Article 7 of the Articles of Association, the Board of Directors shall consist of between two and eight members. The current Board of Directors consists of eight members, of whom two are women and six are men. All board members are elected for a term of one year from one annual general meeting to the next. The composition of the Board of Directors is compliant with the NCPCG, as the majority of its members are independent of the Executive Management and material business contacts, more than two members are independent of the main shareholders, and none of the Company’s executive managers serve on the Board of Directors. Jan Haudemann-Andersen, Anders Tuv and Christian Åbyholm represent shareholders holding at least 5% of the Company’s shares, and they are therefore not considered independent board members. All other board members are considered independent of the Executive Management and do not represent any major (>5%) shareholders.
The Board of Directors is responsible for providing strategic guidance to the Company and for monitoring the business operations of the Executive Management. At the meetings of the Board of Directors, which are held every two months, the CEO updates the Board on the operational and financial developments of the Company.

 

The Board of Directors has also appointed a Remuneration Committee, which determines the compensation schemes of the Executive Management.

 

Discussions of matters of material importance in which the Chairman of the Board has been personally involved are chaired by another member of the Board. The Board of Directors reviews and evaluates its work annually.

RISK MANAGEMENT AND INTERNAL CONTROLS

Vaccibody has implemented a set of corporate manuals and instructions that provide descriptions of the procedures relating to how the Company must conduct its operations. These include quality assurance guidelines relating to clinical trials, IT operations, storage of data (including GDPR compliance) and HR.

 

The Executive Management reports to the Board of Directors on a continual basis, ensuring that the Board is consistently updated on important risks and developments related to clinical studies, finance and strategy.

RENUMERATION

The remuneration of the Board of Directors consists of an annual fee, based on the recommendation of the Nomination Committee. The Company has chosen to deviate from the recommendations of the NCPCG regarding warrants to the Board of Directors because the Company is at the development stage and due to international industry practice.

 

The Company recognizes the importance of attracting and retaining key employees and executive managers, and the compensation package is regarded as an important tool in this respect. The Company has a warrant scheme which aims to align the long-term interests of the Executive Management with those of the shareholders. The warrants are granted subject to the achievement of defined targets for the past year. Warrants typically vest over a period of three years and are granted annually.

 

The Executive Management reports to the Board of Directors on a continual basis, ensuring that the Board is consistently updated on important risks and developments related to clinical studies, finance and strategy.

RISK MANAGEMENT

 

RESEARCH AND DEVELOPMENT

Developing novel pharmaceutical products inherently involves high risk. The Company seeks to mitigate risk through appropriate measures. The Company has a pipeline of candidates and clinical studies in various indications and designs its clinical studies according to best practice and in compliance with international regulations to minimize risk. Specialized Clinical Research Organizations (CRO) are contracted to help in these efforts. The clinical studies are carried out in collaboration with world-class international partners with solid experience in conducting such studies, and are conducted according to all applicable quality standards.

 

COMMERCIAL RISK

Commercial risks include the time and costs involved in developing products, market competition, regulatory approvals, patent protection and the ability to attract partners. The Company focuses on ensuring sufficient patent protection, and works closely with external patent counsels to minimize the risk of patent infringement claims as well as to prepare any patent defense should this be necessary. Vaccibody has been successful in forming partnerships with leading companies in its field. They contribute both financially and with R&D expertise, thereby helping to reduce risk.

 

MARKET RISK

The financial success of the Company requires obtaining marketing authorizations and achieving acceptable reimbursement for its drugs. There can be no assurance that the Company’s drugs will obtain cost-effective selling prices or reimbursement rates. The Company’s products are subject to approvals from the U.S. Food and Drug Administration (FDA) to market its products in the U.S., and from the European Medicines Agency (EMA) to market its products in Europe, as well as equivalent regulatory authorities in other jurisdictions worldwide to commercialize products in those regions. The Company relies for its future earnings on the timely marketing authorization of its drugs for various indications.

 

FINANCIAL RISK

Vaccibody is exposed to financial risk factors, including risks associated with cash management, the short-term liquidity profile of development programs, liquidity from partnerships and the ability to attract capital from financial markets.
The expected main sources of capital to secure future funding are the capital markets, potential new collaboration agreements with partners and potential soft funding from grant applications.

 

The Company is exposed to currency risk as much of its operating expenses for the clinical trials are paid in foreign currency, primarily in euro. The Company reduces its currency risk by holding parts of its cash reserves in the applicable currencies.

 

HUMAN RESOURCES

As a highly specialized and scientifically focused company, Vaccibody relies on its ability to attract and retain talent and expertise. The Company has implemented a compensation scheme and strives to be an attractive employer by offering an inspirational and flexible working environment.

 

IT RISK

Vaccibody has implemented procedures for IT security and data management via its IT providers. These include firewalls and anti-virus programs. Server back-ups are run automatically at regular intervals.

AUDITOR

The Company’s auditors, Deloitte AS, are considered to be independent of Vaccibody. The auditors provide a statement each year confirming their independence. The auditors attend the board meeting at which the Board of Directors discusses the annual financial statements, accounting principles and other relevant matters. At each year’s annual general meeting, the Board of Directors discloses the fees paid to the auditors.