Board Practices

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 (Chair)
• Johan van Hoof
• Montse Montaner

In 2024, the committee held 6 meetings and dealt with the following main matters:

• Reviewed and proposed to the Board for approval the annual report, remuneration report, corporate governance report and sustainability report for the financial year 2023
• Reviewed and proposed to the Board for approval the quarterly statements for Q1, Q2 and Q3 of 2024
• Reviewed and proposed to the Board for approval the updates to Company financial guidance
• Reviewed and proposed to the Board for approval the auditor’s audit book comments and the audit plan
• Monitored and assessed that the integrated annual reporting adequately lived up to ESRS requirements
• Reviewed and assessed the quality and integrity of ESG reporting
• 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 for approval the engagement fees for the audit services
• Reviewed and approved the 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
• 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 Company’s debt and financing structure
• Reviewed and revised the Company’s financial investment policy
• 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 business ethics and compliance program
• Reviewed the whistle-blower report
• Received regular updates on, reviewed and assessed the Company’s strategy for environmental, social and governance (“ESG”) matters
• Reviewed, assessed and proposed to the Board for approval the Company’s insurance coverage
• 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 for approval the rules of procedures of the committee
• Conducted a self-evaluation of the committee’s work and performance through the Board evaluation process
• Reviewed the Company's Code of Conduct

Terms of reference - Nomination and Compensation Committee (pdf)

The Board has elected the following members to the Nomination and Compensation Committee:

• Luc Debruyne (Chair)
• Frank Verwiel
• Anne Louise Eberhard

In 2024, the committee held 5 meetings and dealt with the following main matters:

• Reviewed and proposed to the Board for approval by the AGM the remuneration levels for 2024 for the Board and its sub-committees
• Reviewed the remuneration levels for 2024 for the Executive Management
• Reviewed the Company’s Remuneration Policy to be approved by the AGM
• Reviewed the short and long-term incentive programs for the Executive Management and other members of the senior management and the long-term incentive program to the Board
• Reviewed the annual remuneration report
• Performed a review of the composition of the Board, including desired competences and qualifications required by the Board
• Ensured execution of an evaluation of the Board
• Discussed succession planning and future composition of the Board and the Executive Management
• Discussed diversity at the Board and Company level as well as gender pay ratio and inclusion activities going forward
• Reviewed and proposed to the Board for approval the rules of procedures of the committee
• Conducted a self-evaluation of the committee’s work and performance through the Board evaluation process

Terms of reference - Science, Technology and Investment Committee (pdf)

The Board has elected the following members to the Science, Technology & Investment Committee:

• Heidi Hunter (Chair)
• Luc Debruyne
• Frank Verwiel
• Johan van Hoof

In 2024, the committee held 5 meetings and dealt with the following main matters:

• Reviewed and monitored the progress from the Company’s clinical programs and regulatory strategies
• Reviewed and monitored the continued integration and transition of the assets acquired from Emergent BioSolutions
• Reviewed and monitored the continued integration and transition of the assets acquired from GSK
• Reviewed and supported Executive Management with the preparations for the Board’s review of the Company's pipeline and product strategy
• Reviewed the Company’s R&D portfolio
• Reviewed and discussed business development, including M&A strategy
• Discussed the R&D budget for 2025
• Reviewed and proposed to the Board for approval the rules of procedures of the committee
• Conducted a self-evaluation of the committee’s work and performance through the Board evaluation process