Corporate governance

Audit Commitee: The Audit Committee is a preparatory and advisory select committee for the board of directors of the Company. The committee shall prepare the Board’s supervision of the Company’s financial reporting process and monitor the systems for internal control and risk management. The committee shall have continuous contact with the Company’s auditor regarding the audit of the annual accounts and review and monitor the independence of the Company’s auditor, including in particular the extent to which services other than auditing provided by the auditor or the audit firm represent a threat to the independence of the auditor.

Remuneration Committee: The Remuneration Committee shall recommend the Company’s remuneration policy for the executive management for final approval by the Board prior to approval by the general meeting. The committee will make proposals to the Board on remuneration of the executive management and to the Nomination Committee on remuneration for Board members. This is to ensure that the remuneration for the above-mentioned stakeholders is following the Company’s remuneration guidelines. The committee will review the executive managements’ annual business performance achievements against predefined annual corporate goals.

Research and Development Committee: The Research and Development Committee shall oversee matters relating to the Company’s scientific and technological capabilities and development programs and report to the Board regarding such matters to help facilitate Board oversight of (1) the Company’s investment in research and development, product improvements and technology and (2) the Company’s strategy and processes regarding engagement of the scientific community, support of research and clinical studies and development of scientific data generated by the Company’s products. The committee will also monitor and evaluate significant emerging trends and issues in science and technology relevant to the Company and assist the Board and management in implementing appropriate advisory and thought-leader interactions.

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 and the remuneration of the board members in accordance with the instructions for the Nomination Committee issued by the Board and sanctioned by the shareholders in general meeting.

The current Nomination Committee consists of three members:

Lars Lund-Roland (Chair) is a business and management consultant with background in pharmaceutical marketing and business, including managerial and marketing positions with Merck & Co. Inc., MSD Norway and Bringwell AB. He served on the Board of Nykode from 2014 to 2022.

Lars Erik Larsson is employed with RASMUSSENGRUPPEN AS, the Company’s second-largest shareholder.

Jan Fikkan has international senior management experience from GE Healthcare and Amersham Health, among others.

Lars Lund-Roland was elected at the Annual General Meeting held on May 11, 2023, while Jan Fikkan and Lars Erik Larsson were elected at the Annual General Meeting held on May 16, 2024. Members are elected for two years at a time, unless otherwise has been resolved by the general meeting. The committee members are considered to be independent of the Board of Directors and the Executive Management.