Governance and RemunerationCorporate Governance ReportAuditors
8.1Duration of the mandate and term of office of the Lead Auditor
Our external auditor’s term of office is one year. It ends with the approval of the annual financial accounts by the general meeting. Re-election and revocation by the general meeting are possible at any time. The lead auditor is rotated every seven years in accordance with Swiss law.
Our independent external auditor is BDO AG (“BDO”), Schiffbaustrasse 2, 8005 Zürich, Switzerland, and has been our independent auditor since our incorporation on 6 April 2021. BDO is supervised and regulated by the Federal Audit Oversight Authority. Since 6 April 2021, René Füglister has been the lead auditor.
Total auditing fees charged by BDO for the audit of the consolidated financial statements, the audit of the statutory financial statements as well as the audit of selected sections of the Remuneration Report 2022 of the Company (i.e., PolyPeptide Group AG) for the financial year 2022 amounted to CHF 618,796.
For additional services performed by BDO (or its affiliates) in the year ended 31 December 2022, PolyPeptide was charged total non-auditing fees as follows:
BDO Sweden: Auditor’s statement in connection with the cross-border merger between Polypeptide Laboratories Holding (PPL) AB and Polypeptide Laboratories GmbH
BDO Sweden: Consulting on local sustainability report
1Amounts converted to CHF from other currencies are translated at the average exchange rate 2022.
8.4Information instruments pertaining to the External Audit
The Board of Directors monitors compliance and proposes the annual election of the external auditor to the general meeting as recommended by the Audit and Risk Committee. In accordance with the Organizational Regulations and the Audit and Risk Committee Charter, the Audit and Risk Committee oversees the integrity of PolyPeptide’s financial statements, the effectiveness of the internal control over financial reporting, the compliance with legal and regulatory requirements and the effectiveness of PolyPeptide’s risk management, compliance and quality assurance systems and processes.
In addition, the Audit and Risk Committee annually (or more often as required) assesses the performance, qualifications and independence of the external auditor as well as evaluates the audit fees. The Audit and Risk Committee’s assessment of the external auditor is based on the independency and objectivity of the external auditors, the professional competence, the presented reports, the demonstrated technical and operational competences, the quality and sufficiency of resources, the ability to provide effective and practical recommendations as well as the external auditor’s open and effective communication and coordination with PolyPeptide’s finance team and other employees. Based on its assessment, the Audit and Risk Committee will make a recommendation to the Board of Directors concerning the choice of the external auditor. The budget for audit fees (and any additional non-audit services) is reviewed and negotiated by the Audit and Risk Committee, with the final audit and non-audit fees subject to approval by the Board of Directors.
Since 1 January 2022, the Audit and Risk Committee held five (5) meetings with representatives of BDO. During these meetings various accounting and reporting topics were discussed, including the 2022 half-year consolidated financial statements, key accounting topics, ongoing year-to-date financial performance, implementation of the Internal Audit function, establishment of an Enterprise Risk Management Framework, evaluation of the Group’s key financial risks and mitigating strategies, audit plan and requirements for the 2022 audit of the consolidated financial statements, compliance and (cyber)security matters and internal control system. On an annual basis, the external auditor also presents a detailed report on the results of the audit of the consolidated financial statements, the findings on significant accounting and reporting matters and findings on the internal control system. This presentation was held at the Audit and Risk Committee meeting on 2 March 2023 (in relation to the approval of the 2022 full-year financial statements). The results and findings of this report are also discussed in detail with the CFO and other members of the PolyPeptide finance team. The chairman of the Audit and Risk Committee presented a summary of the external auditor’s presentation (including submitting any accompanying materials for review) to the Board of Directors at its next scheduled meeting, which occurred on 9 March 2023.