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Hansa Biopharma
HNSA (, %) SEK
Hansa Biopharma
committee table with microphones

Governance committees

Audit committee

After the 2022 AGM, the Audit Committee consisted of Eva Nilsagård (CHAIR), Mats Blom, and Andreas Eggert. The Audit Committee shall perform the duties incumbent upon audit committees as required by law and the Swedish Code of Corporate Governance.

The primary duties of the audit committee are to:

  • Assist the Board in overseeing the Company’s financial position, performance, and reporting;
  • With respect to the financial reporting, monitor the effectiveness of the Company’s internal control system, internal audit and risk management;
  • Keep itself informed of the audit of the annual accounts and consolidated accounts;
  • Review and monitor the auditor’s impartiality and independence, and, in this context, particularly monitor whether the auditor is providing the Company with services other than auditing services; and
  • Take decisions regarding guidelines for services other than the auditing services which the external auditor can provide.

Nomination committee

Hansa Biopharma’s Nomination Committee comprises of Laura Feinleib (temporary replacement for Natalie Berner and representing Redmile Group), Lotta Sjöberg (representing Handelsbanken Fonder), and Jannis Kitsakis (CHAIR and representing AP4). Peter Nicklin (chairman of the Board) is the convenor of the Nomination Committee.

The Nomination Committee’s responsibilities include preparing a proposal for the number of directors and persons to be elected as directors, including the chairman of the Board, and a proposal for remuneration to the chairman and the other board members, as well as a proposal for remuneration for the board members’ committee work. The Nomination Committee also proposes election of a chairman of the annual general meeting, and election of auditors including remuneration to the auditor. Finally, the Nomination Committee proposes principles for the Nomination Committee prior to the AGM 2023. The proposals is published in connection with the notice to the 2022 AGM.

The Nomination Committee consists of representatives for the three largest, in terms of votes, registered shareholders per August 31, 2021.

Shareholders wishing to submit comments or proposals to the Nomination Committee may do so via e-mail to ir@hansabiopharma.com or by letter to Hansa Biopharma, Nomination Committee, Box 785, 220 07 Lund, Sweden.

Documents

Principles for appointing the Nomination Committee

Scientific committee

After the 2022 AGM, the Scientific Committee consists of Anders Gersel Pedersen (CHAIR), Andreas Eggert, Peter Nicklin, and Hilary Malone.

The primary duties of the Scientific Committee are to:

  • Assist the Board with recommendations regarding the Company’s research and development strategies and possibilities;
  • Perform such other duties as are considered necessary and appropriate in conjunction with the work set forth above and perform such other duties as instructed by the Board from time to time.

Remuneration committee

After the 2022 AGM, the Remuneration Committee has consisted of Andreas Eggert (CHAIR), Peter Nicklin and Anders Gersel Pedersen. The Remuneration Committee is charged with performing the duties set forth in the Swedish Corporate Governance Code.

The primary duties of the Remuneration Committee are to:

  • Propose guidelines and principles for remuneration and other terms of employment of the Chief Executive Officer and senior executives;
  • Monitor and evaluate any programs pending or adopted during the year for variable remuneration for senior executives;
  • Monitor and evaluate the implementation of the guidelines for remuneration of senior executives adopted by the AGM, as well as applicable remuneration structures and levels for the Company; and
  • Oversee and administer the Company’s employee share option scheme or equity incentive plans in operation from time to time.

Documents

Guidelines for executive remuneration

U.S. committee

The rules of procedure for the U.S. Committee were adopted by the Board at a meeting held on July 14, 2021. After the 2022 AGM, the U.S. Committee consists of Hilary Malone (CHAIR), and Peter Nicklin.

The primary duties of the U.S. Committee are to:

  • Discuss and provide input to significant issues and aspects related to the Company’s U.S. operations and environment, including R&D, regulatory and commercial aspects; and
  • Provide advice and proposals for resolutions, subject to final approval by the Board or the CEO, as the case may be, regarding matters related to the Company’s and the group’s U.S. operations and development.
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