Annual Report 2022

Governance and RemunerationCorporate Governance ReportExecutive Committee

4Executive Committee

Through our Organizational Regulations, the Board of Directors has delegated the responsibility and authority necessary or appropriate for carrying out the day-to-day and operational activities of PolyPeptide to the Executive Committee under the leadership of the CEO.

The CEO is accountable for the sustainable management and results-oriented performance of the Group. As such, the CEO leads, manages, supervises and coordinates the Executive Committee and the PolyPeptide Management Committee as well as executes the corporate goals and strategy as set by the Board of Directors. The detailed responsibilities and functions of the Executive Committee, including the CEO and the CFO, are described in section 6 of the Organizational Regulations.

In general, meetings of the Executive Committee take place on a monthly basis (or more frequently, as determined by the CEO), with the expectation that there be no fewer than six such meetings per calendar year (as provided for in the Organizational Regulations). For the year ended 31 December 2022, the Executive Committee met twelve (12) times, in a combination of in-person sessions and video conferences, for an average duration of approximately three and a half (3.5) hours. The resolutions of the Executive Committee are taken by the majority of the members of the Executive Committee present, where the CEO has the power to overrule any Executive Committee resolution. At each meeting the CFO presents the financial situation of the Group, followed by a discussion on other non-financial pre-determined agenda items covering a range of topics across all relevant business and operational areas. The Organizational Regulations set forth procedures to address conflicts of interest.

4.1Members of the Executive Committee

As of 31 December 2022, the Executive Committee comprised the CEO, the CFO, the General Counsel, the Director of Global Sales and Marketing and the Director Global Operations. The year of appointment in the table below reflects each Executive Committee member’s respective appointment in their current position with the Group (including at Group subsidiaries).

Name	Year of birth	Year of appointment	Position

Raymond De Vré 1	1968	2021	CEO
Jan Fuhr Miller	1970	2015	CFO
Christina Del Vecchio	1978	2021	General Counsel
Neil James Thompson 2	1972	2022	Director Global Sales and Marketing
Jens Fricke 3	1965	2022	Director Global Operations
Daniel Lasanow 4	1962	2016	Director Global Operations

1 As announced on 30 January 2023, Raymond De Vré resigned as CEO, and Dr. Peter Wilden assumed the role of Executive Chairman with immediate effect. Mr. De Vré’s contractual six-month notice period will end on 31 July 2023.

2 Member of the Executive Committee and Director Global Sales and Marketing as of 1 January 2022. Jan Christensen served as the Director Global Sales and Marketing until 31 December 2021 (see section 4.1 “Members of the Executive Committee” of the Corporate Governance Report 2021).

3 Member of the Executive Committee as of 1 December 2022.

4 Member of the Executive Committee until 30 November 2022.

Set out below is a short description of each Executive Committee member’s business experience, education and activities.

Raymond De Vré

Chief Executive Officer

Nationality: Belgian

Year of birth: 1968

Professional background

Functions at PolyPeptide

Chief Executive Officer (2021–January 2023)¹⁶
Chairman / Director of several PolyPeptide subsidiaries (2021–Q1 2023)¹⁷

Outside mandates at listed / non-listed companies or non-profit organizations

None

Former outside activities and functions

Senior Vice President, Head of Biologics and member of the Management Committee, Dr. Reddy’s Laboratories, Switzerland (2018–2021)
Senior Vice President Global Business Operations and Strategy, Biologics, Dr. Reddy’s Laboratories, Switzerland (2017–2018)
Vice President Commercial, Biologics, Dr. Reddy’s Laboratories, Switzerland (2012–2017)
Partner, McKinsey & Company, Switzerland (2004–2011)
Consultant, McKinsey & Company, Belgium / USA / Switzerland (1996–2003)

Education

PhD in Applied Physics, Stanford University, USA (1996)
Master’s degree in Applied Physics, Stanford University, USA (1992)
Master’s degree as Ingénieur Civil Physicien, École Polytechnique, Université Libre de Bruxelles, Belgium (1990)

16 As announced on 30 January 2023, Raymond De Vré resigned as CEO, and Dr. Peter Wilden assumed the role of Executive Chairman with immediate effect. Mr. De Vré’s contractual six-month notice period will end on 31 July 2023.

17 Following the announcement of Mr. De Vré’s resignation as CEO on 30 January 2023, a process was initiated to effect his resignation from each of the applicable Group subsidiary boards.

Jan Fuhr Miller

Chief Financial Officer

Nationality: Danish

Year of birth: 1970

Professional background

Functions at PolyPeptide

Chief Financial Officer (since 2015)
Director of several PolyPeptide subsidiaries (since 2016)

Outside mandates at listed / non-listed companies or non-profit organizations

None

Former outside activities and functions

Vice President, Finance, CMC Biologics A/S, Denmark (2013–2015)
Nordic Finance Leader, Honeywell A/S, Denmark (2012–2013)
Director, Finance & Logistics, H. Lundbeck A/S, Denmark (2007–2011)
Director, Finance & Business Administration, H. Lundbeck A/S, Denmark (2006–2007)
Senior Manager, Business Information & Technology, H. Lundbeck A/S, Denmark (2004–2006)
Manager, Marketing Research, H. Lundbeck A/S, Denmark (2003–2004)
Manager, Business Operations, H. Lundbeck A/S, Denmark (2000–2003)
Business Analyst, Colgate-Palmolive, Denmark (1998–2000)

Education

MBA with concentration in Finance, the Keller Graduate School of Management, USA (2011)
Master of Science, University of Aarhus, School of Management, Denmark (1999)

Christina Del Vecchio

General Counsel

Nationality: Swiss and Swedish

Year of birth: 1978

Professional background

Functions at PolyPeptide

General Counsel and Corporate Secretary (since 2021)
Director of a PolyPeptide subsidiary (since 2023)

Outside mandates at listed / non-listed companies or non-profit organizations

None

Former outside activities and functions

Counsel, Niederer Kraft Frey AG, Switzerland (2018–2021)
Senior Associate, Niederer Kraft Frey AG, Switzerland (2013–2018)
Associate, Latham & Watkins LLP, United Kingdom (2008–2012)

Education

Juris Doctor, James Kent Scholar, Columbia Law School, USA (2008)
Bachelor of Arts, summa cum laude, University of Florida, USA (2000)

Neil James Thompson

Director Global Sales and Marketing

Nationality: British

Year of birth: 1972

Professional background

Functions at PolyPeptide

Director Global Sales and Marketing (since 2022)
Group Commercial Director (2019–2021)
Director Business Development Europe (2015–2019)
Associate Director Business Development Europe (2010–2015)
Business Manager Custom Development (2006–2010)
Regional Sales Manager (2004–2005)

Outside mandates at listed / non-listed companies or non-profit organizations

Member of the EuroPeptides Advisory Board for the EuroPeptides / EuroTIDES event (since 2012) (event managed and ran by Informa PLC – listed company)

Former outside activities and functions

Peptide Product Manager, Bachem (UK) Ltd, United Kingdom (2001–2003)
Assistant Production Manager, Bachem (UK) Ltd, United Kingdom (1999–2003)
Assistant Production Manager, Peninsula Laboratories (Europe) Ltd, United Kingdom (1993–1999)

Education

Bachelor of Science in Applied Chemistry and Biochemistry, Liverpool John Moores University, England (1997)

Jens Fricke

Director Global Operations

Nationality: Danish

Year of birth: 1965

Professional background

Functions at PolyPeptide

Director Global Operations (since 1 December 2022)
Director of several PolyPeptide subsidiaries (since 2021)
General Director Scandinavia (2013–30 November 2022)

Outside mandates at listed / non-listed companies or non-profit organizations

None

Former outside activities and functions

Director API Production, LEO Pharma, Denmark (2008–2013)
Leading positions with increasing responsibilities in Aseptic Production and API Production, ALK Abello, Denmark (1998–2008)
Chemist at Novo Nordisk / Hema Sure, Denmark (1995–1998)

Education

Master of Sciences in Biochemistry, the University of Copenhagen, Denmark (1993)
Strategic Leadership, IMD Lausanne, Switzerland (2010–2011)

Daniel Lasanow

Director Global Operations

Nationality: Belgian

Year of birth: 1962

Professional background

Functions at PolyPeptide

Director Global Operations (2016–30 November 2022)
Director of several PolyPeptide subsidiaries (2016–30 November 2022)

Outside mandates at listed / non-listed companies or non-profit organizations

None

Former outside activities and functions

Senior Vice President, Multi-site Managing Director, Siegfried Pharma, Switzerland (2015–2016)
Multi-site Managing Director, BASF Pharma, Switzerland (acquired by Siegfried Pharma) (2012–2015)
Multi-site Production & Technologies Director, BASF Pharma, Switzerland (2011–2012)
Production Director, NextPharma Technologies, Belgium (2009–2011)
Production Director, Lonza, Belgium and UCB Bioproducts, Belgium (acquired by Lonza in 2006) (2000–2009)
Plant Support Manager, SmithKline Beecham (now GlaxoSmithKline Pharmaceutical), Belgium (1992–2000)
Junior Scientist, Ciba-Geigy (now Novartis), Switzerland (1987–1988)

Education

Master of Sciences degree in Organic Chemistry, the University of Louvain, Belgium (1987)

In 2022, the Executive Committee, under the leadership of the CEO, was further supported by additional members of management, that, together with the Executive Committee, formed the PolyPeptide Management Committee.

4.2Other activities and vested interests

Except as disclosed in the biographies of the members of the Executive Committee, no further activities or vested interests are carried out outside of PolyPeptide.

4.3Mandates and other permitted activities

Pursuant to art. 23 of the Articles of Association, with the approval of the Board of Directors, the members of the Executive Committee may have the following other functions in the superior management or administrative bodies of legal entities obliged to register themselves in a Swiss commercial register or a foreign equivalent thereof:

up to one (1) mandate as member of the board of directors or any other superior management or administrative body of listed companies; and, in addition
up to five (5) mandates as member of the board of directors or any other superior management or administrative body of other legal entities that do not meet the above mentioned criteria.

With respect to the additional activities of the members of the Executive Committee, mandates in companies that are under uniform control or the same beneficial ownership are deemed to be one mandate.

The following mandates shall not be subject to the limitations set forth in art. 23 of the Articles of Association:

mandates in companies which are controlled by the Company or which control the Company;
mandates held at the request of the Company or companies controlled by it; no member of the Executive Committee shall, however, hold more than ten (10) such mandates; and
mandates in associations, charitable organizations, foundations, employee welfare foundations and other similar organizations; no member of the Executive Committee shall, however, hold more than fifteen (15) such mandates.

4.4Management contracts

The Company and its subsidiaries have not entered into any management contracts with third parties.

Board of Directors

Compensation, shareholdings and loans