Governance and RemunerationCorporate Governance ReportExecutive 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).
Year of birth
Year of appointment
Raymond De Vré1
Jan Fuhr Miller
Christina Del Vecchio
Neil James Thompson2
Director Global Sales and Marketing
Director Global Operations
Director Global Operations
1As 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.
Consultant, McKinsey & Company, Belgium / USA / Switzerland (1996–2003)
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)
16As 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.
17Following 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
Year of birth:1970
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
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.
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.
The Company and its subsidiaries have not entered into any management contracts with third parties.