In order to secure strong and sustainable corporate governance, it is important that BerGenBio ensures good and healthy business practices, reliable financial reporting and an environment of compliance with legislation and regulations.
BerGenBio has governance documents setting out principles for how business should be conducted. References to certain more specific policies are included in this corporate governance policy where relevant. The BerGenBio governance regime is approved by the board of directors in the Company.
BerGenBio is incorporated and registered in Norway and is subject to Norwegian law. The BerGenBio shares are listed on Oslo Børs. As an issuer of shares, the Company must comply with rules applicable for companies with shares listed on Oslo Børs and rules applicable for public limited companies in general.
The Company endorses the Norwegian Code of Practice for Corporate Governance (Nw.: Norsk anbefaling for eierstyring og selskapsledelse), issued by the Norwegian Corporate Governance Board.
Articles of Association
The Nomination Committee of BerGenBio ASA consists of three members, elected pursuant to section 9 of the Company’s articles of association. The majority of the members of the Nomination Committee shall be independent of the Company’s board of directors and the management. Members are elected for two years at a time.
The Company’s general meeting elects the members of the Nomination Committee and determines their remuneration.
The Nomination Committee shall recommend:
- candidates for the election of members and chairman to the Board of Directors; and
- remuneration of the Board of Directors.
The Nomination Committee consists of Hans Peter Bøhn (Chairman), Ann-Tove Kongsnes, and Shantrez Miller Gillebo and can be reached at email@example.com.
The remuneration committee is a sub-committee of BerGenBio ASA’s board of directors and its objective is to act as a preparatory and advisory body in relation to the Company’s remuneration of executive management. The purpose of the Remuneration Committee is to ensure thorough and independent preparation of matters relating to compensation to the executive personnel. The majority of the committee members should be independent of the Company’s operations.
In particular, the Remuneration Committee shall:
- review the remuneration and benefits strategy for the members of the executive management of BerGenBio;
- review the performance of the executive management versus the adopted objectives and recruitment policies, career planning, and management development plans; and
- prepare matters relating to other material employment issues in respect of the executive management.
The remuneration committee consists of:
Anders Tullgren (Chair), Sveinung Hole and Debra Barker.
The audit committee is a sub-committee of BerGenBio ASA’s board of directors and its objective is to act as a preparatory body in connection with the Board of Directors’ supervisory roles with respect to financial reporting and the effectiveness of the Company’s internal control system, and other tasks assigned to the audit committee in accordance with the provisions set forth in these instructions.
The Audit Committee supports the Board of Directors in the administration and exercise of its responsibility for supervision in accordance with applicable provisions of the Norwegian Public Limited Companies Act and Norwegian securities legislation, as well as applicable listing standards of Oslo Børs.
The audit committee consists of:
Sally Bennett (Chair), Sveinung Hole and Anders Tullgren.