Nomination Committee

The Nomination Committee consists of Martin Nicklasson (chairman of the board of directors and chairman of the Nomination Committee), Peter Benson (Partner of Sunstone, Life Science Ventures—Shareholder representative for Sunstone), and Agnete Raaschou-Nielsen (full time non executive director of Zacco Denmark A/S—Shareholder representative for LD Pension).

The Nomination Committee assesses the composition of the board of directors and presents annual recommendations to the general meeting about the board members to be elected by the general meeting. The Nomination Committee ensures that all members of our board of directors fulfil the expectations of the capital markets and that the board’s composition meets the recommendations on good corporate governance for listed companies. The recommendations of the Nomination Committee do not restrict the right of shareholders to propose other candidates to the general meeting for appointment as directors.

The Nomination Committee consists of a minimum of three and a maximum of five members and must include the chairman of the board. Up to four shareholder representatives are elected by the general meeting. The Committee elects the chairman of the Committee by simple majority. The chairman of the Committee shall have a casting vote, if equality of votes occurs.

Members of our executive management and our employees cannot be elected to the Nomination Committee. The members of the Nomination Committee elected by the general meeting are elected for a term of three years. Our board has considered the structure for our Nomination Committee, and has resolved to propose to substitute the current nomination committee, which is appointed at our general meeting, with a board appointed nomination committee in accordance with the Danish Recommendations for Corporate Governance. The proposal will require approval by shareholders and will be considered at our next annual general meeting scheduled to take place in April 2018.

Rules of Procedure of the Nomination Committee