NOTICE TO CONVENE ANNUAL GENERAL MEETING 2024
GUBRA A/S
CVR NO. 30 51 40 41
To the shareholders of Gubra A/S (CVR no. 30 51 40 41), notice is hereby given of the annual general meeting of Gubra A/S (the "Company") to be held on:
THURSDAY, 4 APRIL 2024 AT 10:00 AM (CEST)
GUBRA A/S
HØRSHOLM KONGEVEJ 11B
DK-2970 HØRSHOLM
In accordance with article 12.1 of the articles of association the agenda of the meeting is as follows:
| 1. The board of directors’ report on the Company’s activities during the past financial year |
| 2. Presentation of the audited annual report for adoption |
| 3. Resolution on the appropriation of profit or payment of loss in accordance with the adopted annual report |
| 4. Presentation of and advisory vote on the remuneration report |
| 5. Approval of remuneration of the board of directors for the current financial year |
| 6. Election of members to the board of directors |
| 7. Election of auditor |
| 8. Authorisation to acquire treasury shares |
| 9. Proposal from the board of directors to renew and increase the existing authorisation to issue warrants |
| 10. Proposal from the board of directors to update the Company's existing indemnification scheme |
| 11. Any proposals from the shareholders |
| 12. Authorisation to the chairman of the general meeting |
| 13. Any other business |
Re agenda item 1
The board of directors’ report on the Company's activities during the past financial year.
The board of directors recommends that the report is approved.
Re agenda item 2
Presentation of the audited annual report for adoption.
The board of directors recommends that the annual report is adopted.
Re agenda item 3
Resolution on the appropriation of profit or payment of loss in accordance with the adopted annual report.
The board of directors recommends that the result of the year, which is a loss of DKK 45.2 million (rounded), is carried forward to the following year.
Re agenda item 4
Presentation of and advisory vote on the remuneration report.
The vote on the remuneration report is a non-binding advisory vote and is subject to section 139b of the Danish Companies Act. The remuneration report has been prepared in accordance with the requirements prescribed by section 139b of the Danish Companies Act and contains, inter alia, an overall view of the total remuneration for 2023 of each member of the board of directors and the executive management of the Company. The remuneration report is available at the Company's website: www.gubra.dk under ”Investors > Financial Reports”.
Re agenda item 5
Approval of remuneration of the board of directors for the current financial year.
The board of directors recommends that the remuneration to the board of directors for 2024 be stipulated as follows, which is unchanged compared to 2023:
- Ordinary members of the board receive basic remuneration amounting to DKK 250,000.
- The Chairman of the board receives the basic remuneration amounting to DKK 600,000.
- The Deputy Chairman of the board receives the basic remuneration amounting to DKK 400,000.
- In addition, ordinary members of the Audit Committee receive basic remuneration amounting to DKK 75,000 and the Chairman of the Audit Committee receives basic remuneration amounting to DKK 150,000.
- In addition, ordinary members of the Nomination and Remuneration Committee as well as the Scientific Committee receive basic remuneration amounting to DKK 50,000 and the Chairman of each of these committees receive basic remuneration amounting to DKK 100,000.
The board of directors has established an Audit Committee, a Nomination and Remuneration Committee, and a Scientific Committee.
Re agenda item 6
Election of members to the board of directors.
According to the articles of association, all members of the board of directors elected by the general meeting are elected for a term of one year.
The board of directors proposes the re-election of all incumbent board members as follows:
- Jacob Jelsing (Chairman)
- Alexander Thomas Martensen-Larsen (Deputy Chairman)
- Astrid Haug
- Henriette Rosenquist
- Arndt Justus Georg Schottelius
- Monika Lessl
In accordance with paragraph 3.2.1 of the Danish Recommendations on Corporate Governance, Alexander Thomas Martensen-Larsen, Astrid Haug, Henriette Rosenquist, Arndt Justus Georg Schottelius, and Monika Lessl are considered independent.
A description of the backgrounds of the proposed candidates is attached as Appendix 1 to this notice.
Re agenda item 7
Election of auditor.
The board of directors proposes the re-election of PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab (PwC) as the Company's auditor for both financial and sustainability reporting purposes in accordance with the Audit Committee's recommendation.
The Audit Committee has not been influenced by third parties and has not been subject to any agreement with third parties, which limits the general meetings election of certain auditors or audit firms.
The general meeting's approval of the election of the Company's auditor includes the full power of delegation for the Company to file and register the sustainability auditor as adopted by the general meeting with the Danish Business Authority and to make any such additions, alterations, or amendments to the resolution passed by the general meeting or take any other action as the Danish Business Authority may require for the filing and registration of the Company's sustainability auditor, if such registration is required in accordance with the Danish implementation of the EU Corporate Sustainability Reporting Directive (CSRD).
Re agenda item 8
Authorisation to acquire treasury shares.
No proposal has been made under this agenda item, as the board of directors in connection with the IPO was authorised in the period until 14 March 2028 to approve the acquisition of treasury shares, on one or more occasions, with a total nominal value of up to 10% of the share capital of the Company. The consideration may not deviate more than 10% from the official price quoted on Nasdaq Copenhagen A/S at the time of the acquisition.
Re agenda item 9
Proposal from the board of directors to renew and increase the existing authorisation to issue warrants.
The board of directors proposes that the general meeting adopts to renew and increase the existing authorisation for the board of directors to issue warrants pursuant to articles 7.1-7.3 of the articles of association. The renewal of the authorization is proposed inserted in the Company’s articles of association as a new article 7.5 with the following wording:
| Generalforsamlingen har den 4. april 2024 besluttet at forhøje og forlænge bemyndigelsen til bestyrelsen i punkt 7.1 til at udstede warrants. Bemyndigelsen forlænges indtil den 4. april 2029 og forhøjes med 398.793 warrants, der giver indehaverne ret til tegning af aktier i Selskabet for et samlet nominelt beløb på op til yderligere DKK 398.793. I det hele gælder vilkårene som beskrevet i punkt 7.1-7.3. Det samlede udestående antal warrants, der kan udstedes i henhold til bemyndigelsen i punkt 7.1, udgør herefter i alt 500.000. | On 4 April 2024, the general meeting decided to increase and extend the authorisation for the board of directors to issue warrants in accordance with article 7.1. The authorisation is extended until 4 April 2029 and increased by 398,793 warrants, which give the holders the right to subscribe for shares in the Company up to an additional aggregate amount of nominally DKK 398,793. In all, the terms set forth in articles 7.1-7.3 shall apply accordingly. The total number of warrants that remains available for issuance under the authorisation in article 7.1 is hereinafter 500,000. |
A draft version of the revised articles of association reflecting the proposed amendments (tracked) pursuant to this item 9 is available on the Company's website www.gubra.dk under the Investor section.
Following the general meeting the adopted articles of association will be uploaded on the Company's website www.gubra.dk under the Investor section.
Re agenda item 10
Proposal from the board of directors to update the Company's existing indemnification scheme.
The Company has taken out customary directors’ and officers’ liability insurance (“D&O Insurance”) for certain personal liability that current and former members of the Company’s board of directors (each a “Board Member”) and executive management (each an “Executive Manager”) may incur as part of discharging their duties. To the extent that the coverage under such D&O Insurance is insufficient, the Company has, similar to other comparable Danish companies, implemented an indemnification scheme that, in certain cases, covers liability that a Board Member or an Executive Manager (as applicable) may incur.
Following a statement on indemnification of board and management members in Danish limited liability companies issued by the Danish Business Authority on 13 April 2023, the Company has decided to update the Company's existing scheme for indemnification of Board Members and Executive Managers as implemented into the Company's articles of association and remuneration policy. To enhance the level of transparency in respect of the material terms and conditions applicable to the indemnification scheme, the board of directors proposes that the annual general meeting adopts the updated scheme for indemnification of the Board Members and Executive Managers, which shall replace the existing scheme, on the basis of the following terms and conditions (the “Scheme”), as the Scheme does not contain unusual terms:
Basis and purpose
Whereas it is the Company’s policy to take out appropriate and customary D&O Insurance for its Board Members and Executive Managers, experience shows that it is necessary to offer additional coverage for potential management liability to attract and retain qualified members to the board of directors and executive management, particularly individuals accustomed to common law liability regimes. Furthermore, the Company’s operations comprise certain activities, which may imply special and/or extended responsibilities and increased risk exposure for the Board Members and Executive Managers, particularly in certain foreign jurisdictions. Accordingly, it is considered in the best interest of the Company and its shareholders that Board Members and Executive Managers are offered indemnification against claims raised by third parties supplemental to the company’s D&O Insurance as further outlined below.
It has been duly considered if the Scheme would imply adverse effects for the Company and its shareholders, including if the Scheme would result in excessive and/or hazardous risk-taking behaviour by the Board Members and Executive Managers and/or if the Scheme would be redundant if the Company increased the coverage under the D&O Insurance. The Company has assessed that such alternative increase of the D&O Insurance coverage would not be commercially viable, and thus not in the interest of the Company and its shareholders. Furthermore, the Scheme is deemed not to encourage Board Members or Executive Managers to act differently than if the D&O Insurance coverage was increased.
Covered individuals
The Scheme shall be for the sole benefit of the Board Members and Executive Managers and provide indemnification against claims raised by third parties against the Board Members or Executive Managers in the discharge of their duties. No third party shall be entitled to rely on or derive any benefits from the Scheme or have any recourse against the Company on account of the Scheme.
Scope
Under the Scheme, the Company shall indemnify and hold harmless a Board Member or Executive Manager (as applicable), to the fullest extent permitted by applicable law, from and against any losses incurred by such Board Member or Executive Manager arising out of any actual or potential claims, including any costs, expenses, fees, interests, and potential tax liabilities associated therewith, raised by any third party (other than Gubra group companies) against a Board Member or Executive Manager based on such Board Member’s or Executive Manager’s discharge of his/her duties as Board Member or Executive Manager.
Indemnification of Board Members or Executive Managers (as applicable) under the Scheme is not conditioned on coverage under the D&O Insurance but shall be secondary to coverage under the D&O Insurance, as applicable from time to time, and other indemnification sources, if any, i.e., the Company shall not provide indemnification under the Scheme before coverage under the D&O Insurance and indemnification available from any other source are exhausted. The Scheme may thus also provide coverage for losses, which are not covered wholly or partly under the D&O Insurance, as applicable from time to time. A secondary coverage does not imply an obligation on the Company to exhaust any and all opportunities to relief Board Members or Executive Managers from liability. Neither shall it prevent the Company from covering Board Members’ or Executive Managers’ legal defence costs.
Covered conduct
Under the Scheme, indemnification shall apply to any losses incurred by a Board Member or Executive Manager arising out of and/or based on such Board Member’s or Executive Manager’s discharge of his/her duties as member of the board of directors or executive management (as applicable) of the Company. Excluded from indemnification under the Scheme are any losses relating to liability incurred by a Board Member or Executive Manager arising out of such Board Member’s or Executive Manager’s fraud, criminal offences, willful misconduct, or gross negligence.
Term and covered claims
The Scheme shall apply until amended or revoked by the general meeting of the Company.
Subject to the Scheme’s terms and conditions, this Scheme covers claims made against a Board Member or Executive Manager arising out of or originating from facts or circumstances prior to the expiry of the term of the Scheme. Claims for indemnification must be notified by a Board Member or Executive Manager to the Company as soon as possible after the Board Member or Executive Manager (as applicable) becomes aware of the claim and no later than ten (10) years after the expiry of the Scheme’s term.
Implementation and administration
For the purpose of implementing the Scheme, the board of directors shall stipulate the procedural and administrative provisions and other necessary regulations governing the Scheme, including, but not limited to, limitations with respect to the maximum coverage amount (value cap) as well as guidelines and procedures for submission of claims under the Scheme.
Furthermore, indemnification of a Board Member’s or Executive Manager’s loss under the Scheme shall always be subject to a legal opinion from a reputable law firm setting out that the claim concerned is covered by the Scheme. All claims for indemnification, including if the conduct of a Board Member or Executive Manager is covered by the Scheme, shall be processed and decided in accordance with Danish law.
Amendment of the articles of association (indemnification scheme)
To provide transparency in respect of the indemnification Scheme proposed adopted under this agenda item 10, the board of directors proposes that the general meeting adopts that the following provision is included as a new article 17 in the Company’s articles of association (replacing the existing article 17 of the articles of association):
| Selskabet har etableret en skadesløsholdelsesordning for medlemmer af sin bestyrelse og direktion. I medfør af skadesløsholdelsesordningen skal Selskabet skadesløsholde medlemmer af bestyrelsen og direktionen for ethvert tab, som bestyrelses- eller direktionsmedlemmer har pådraget sig, der udspringer af ethvert krav rejst af enhver tredjemand (udover selskaber i Gubra-koncernen) baseret på disse bestyrelses- eller direktionsmedlemmers udførelse af deres hverv som medlem af bestyrelsen eller direktionen. Undtaget fra skadesløsholdelse i henhold til ordningen er ethvert tab, der vedrører ansvar, som et bestyrelses- eller direktionsmedlem har pådraget sig, der udspringer af det pågældende bestyrelses- eller direktionsmedlems svigagtige adfærd, strafbare handlinger, utilbørlige dispositioner eller grove uagtsomhed. Skadesløsholdelse i henhold til ordningen skal være sekundær i forhold til anden skadesløsholdelse eller dækning af ansvar, men er ikke betinget af dækning under Selskabets til enhver tid gældende ledelsesansvarsforsikring, og Selskabet kan således skadesløsholde for forhold, der ikke er dækket helt eller delvist under ledelsesansvarsforsikringen. Bestyrelsen fastsætter bestemmelserne om implementering og administration af skadesløsholdelsesordningen. | The Company has established an indemnification scheme for members of its board of directors and executive management. Under the indemnification scheme, the Company shall indemnify members of the board of directors and executive management from and against any losses incurred by members of the board of directors or executive management arising out of any claims raised by any third party (other than Gubra group companies) based on such members of the board of directors’ or executive management's discharge of their duties as members of the board of directors or executive management (as applicable). Excluded from indemnification under the scheme are any losses relating to liability incurred by a member of the board of directors or executive management arising out of such member’s fraud, criminal offences, willful misconduct, or gross negligence. Indemnification under the scheme shall be secondary to coverage from other sources of indemnification or coverage of liability but is not conditioned on coverage under the directors’ and officers’ liability insurance, as applicable from time to time, and the Company may thus indemnify for losses, which are not covered wholly or partly by the directors’ and officers’ liability insurance. The board of directors stipulates the provisions on the implementation and administration of the indemnification scheme. |
A draft version of the revised articles of association reflecting the proposed amendments (tracked) pursuant to this item 10 is available on the Company's website www.gubra.dk under the Investor section.
Following the general meeting the adopted articles of association will be uploaded on the Company's website www.gubra.dk under the Investor section.
As part of the proposal to adopt the updated Scheme and implement the above provision as a new article 17 of the articles of association, the existing provision on indemnification of the board of directors and executive management set forth in clause 6.2 of the Company's remuneration policy will be deleted accordingly.
Re agenda item 11
The Company has not received any proposals from shareholders to be included on the agenda.
Re agenda item 12
Authorisation to the chairman of the general meeting.
The board of directors proposes that the chairman of the general meeting be authorised to make such alterations, amendments or additions to the resolutions passed by the general meeting and the application for registration of the resolutions to be filed with the Danish Business Authority (Erhvervsstyrelsen) as the authority may require for registration.
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General information
This notice, including the agenda and the full text of the proposed resolutions as well as the remuneration report, the draft revised articles of association, the information about the total number of shares and the voting rights on the date of the notice, and the proxy/postal voting form and registration form to be used for ordering admission cards will be available from the day of this notice at www.gubra.dk under the Investor section.
This notice, including the agenda and the full text of the proposed resolutions, will also be sent by email to the registered shareholders who have registered their email addresses with the Company in accordance with article 10.3 of the articles of association.
The Company's annual report for 2023 is available in English at www.gubra.dk under ”Investors > Financial Reports”.
The general meeting is led by a chair of the meeting elected by the board of directors pursuant to article 11.8 of the articles of association.
Votes and voting requirements
Adoption of the proposals made under items 2, 3, 5, 6, 7, and 12 can be adopted by a simple majority of the votes.
Adoption of the proposals made under items 9 and 10 requires at least two-thirds of the votes cast as well as at least two-thirds of the share capital represented at the general meeting.
The vote on item 4 is a non-binding advisory vote.
The share capital of the Company amounts to nominally DKK 16,349,703. Each share of nominally DKK 1 carries one vote and thereby entitles the holder to one vote at the general meeting.
Registration date
The shareholders' right to vote at the Company's annual general meeting or the right to vote by post are determined in proportion to the shares held by the shareholders on the date of registration.
The date of registration is Thursday, 28 March 2024.
Only persons who are shareholders in the Company on Thursday, 28 March 2024 are entitled to attend and vote at the annual general meeting, note however below on the shareholders' timely request for admission cards.
The number of shares held by each shareholder in the Company on the date of registration is calculated as of the expiry of the registration date. The calculation will be based on the registration of shares in the register of shareholders and such duly documented notifications to the Company regarding the acquisition of shares that have not yet been recorded in the register of shareholders but have been received by the Company before expiry of the registration date.
In order to be recorded in the register of shareholders and included in the calculation, information about shareholdings must be substantiated by the presentation of a transcript from VP Securities A/S or other similar documentation that may not be more than one month old. Such documentation must be duly received by the Company before the expiry of the registration date.
Admission card
In order to attend the annual general meeting, shareholders must no later than on Tuesday, 2 April 2024 at 11:59 pm (CEST) have requested for admission cards to the general meeting via the shareholder portal at www.gubra.dk by using MitId or username and password.
Admission cards may also be requested for by returning a completed and signed registration form in person or by post to Computershare A/S, Lottenborgvej 26, DK-2800 Kgs. Lyngby, in writing or by email to [email protected], no later than on Tuesday, 2 April 2024 at 11:59 pm (CEST). Admission cards are issued to shareholders who hold shares in the Company at the expiry of the registration date.
Please note that admission cards will be sent out electronically via email to the email address specified in the shareholder portal upon registration. The admission card must be presented at the annual general meeting either electronically on a smartphone/tablet or in a printed version. If no email address is specified in the shareholder portal, shareholders may download and/or print the admission cards through the shareholder portal at the Company's website www.gubra.dk.
Further, shareholders who have requested admission cards without specifying their e-mail address can collect the admission card at the entrance of the annual general meeting upon presentation of valid ID.
Proxy / Power of attorney
Shareholders may appoint a proxy holder, e.g. if the shareholder is unable to attend the annual general meeting.
Proxy holders may be appointed electronically through the shareholder portal at the Company's website www.gubra.dk by using MitId or username and password no later than on Tuesday, 2 April 2024 at 11:59 pm (CEST).
Proxy holders may also be appointed in writing by using the proxy form. Completed and signed forms must be received by the Company at the address Computershare A/S, Lottenborgvej 26, DK-2800 Kgs. Lyngby, or by email to [email protected] no later than on Tuesday, 2 April 2024 at 11:59 pm (CEST).
Computershare A/S is open for inquiries on weekdays from 9:00 am - 3:00 pm (CEST) by telephone +45 4546 0997 or by email to [email protected].
Postal vote / Vote in writing
Instead of voting in person at the annual general meeting, the shareholders may vote by post, i.e. vote in writing before the annual general meeting is held.
Postal votes may be submitted electronically through the shareholder portal at the Company's website www.gubra.dk by using MitId or username and password no later than on Wednesday, 3 April 2024 at 12:00 noon (CEST).
Postal votes may also be submitted by using the postal voting form which is available on the Company's website www.gubra.dk under the Investor section. The completed and signed form must be received by the Company at the address Computershare A/S, Lottenborgvej 26, DK-2800 Kgs. Lyngby, or via email to [email protected] no later than on Wednesday, 3 April 2024 at 12:00 noon (CEST).
A postal vote that has been received by the Company cannot be revoked. In the event that new proposals are submitted, including any amendments to proposals, or in the event of proposals for new candidates to the board of directors or audit which are not on the agenda, postal votes will be taken into account if the new proposal is substantially the same as the original proposal.
Questions
The shareholders may submit questions in writing in relation to the agenda and the documents for the purpose of the annual general meeting. Questions may be submitted by post or by email to [email protected].
Questions submitted in advance of the general meeting must be received by the Company no later than on Tuesday, 2 April 2024 at 11:59 pm (CEST). Such questions will be answered in writing or orally at the general meeting.
Computershare A/S is open for inquiries on weekdays from 9:00 am - 3:00 pm by telephone +45 45 46 09 97 or by email to [email protected].
Processing of personal data
In connection with the general meeting, personal data will be processed in accordance with the Company's privacy policy available at https://www.gubra.dk/privacy-policy/.
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Hørsholm, on 6 March 2024
The board of directors of Gubra A/S
APPENDIX 1
CVs of the Board of Directors
Jacob Jelsing
Experience
Jacob Jelsing is co-founder of Gubra and has been Chair of the Board of Directors of Gubra since May 2022, having previously been COO of Gubra from October 2008 until January 2010, and CSO from January 2010 until September 2016. From September 2016 until May 2022, Jacob Jelsing served as Vice-Chair of the Board of Directors. Jacob Jelsing has previously worked as a section manager at Rheoscience A/S from March 2006 until October 2008. He did his PhD at Bispebjerg University Hospital from August 2003 until February 2006.
Current position
Chairman of the board of Planetary Impact Ventures and board member of New Loop.
Education
M.Sc. in Biology and PhD in Neurostereology from the University of Copenhagen.
Alexander Martensen-Larsen
Experience
Alexander Thomas Martensen-Larsen has been the Deputy Chair of the Board of Directors of Gubra since May 2022. Alexander has vast experience from both listed and unlisted companies and has previously held several management and executive positions incl. Group CEO and Group CFO in IC Group (until 2019 listed on NASDAQ Copenhagen) and Director of M&A at TDC.
Current position
Chairman of the board in Revolution Race (listed on NASDAQ Stockholm), Relesys (listed on NASDAQ First North Premier Copenhagen), The Jewellery Room, Give Elementer and Laplandar. Alexander is also vice chair of the board of directors of Tiger of Sweden and By Malene Birger.
Education
MBA from IMD and a B.Sc. in international business from Copenhagen Business School.
Arndt Justus Georg Schottelius
Experience
Arndt Justus Georg Schottelius has been a member of the Board of Directors of Gubra since September 2022. Arndt Schottelius has vast experience from the pharma and biotech industry and has previously held several management and executive positions incl. Director and Medical Director Immunology Early Development at Genentech, Inc., Chief Development Officer of MorphoSys AG and EVP and head of research and development as well as member of the management board of Kymab Ltd., now part of Sanofi.
Current position
Arndt Schottelius is serving as Chief Scientific Officer of Affimed N.V. (listed on NASDAQ-CM).
Education
MD PhD from Albert Ludwigs University Freiburg, Germany, resident physician at Charité University Hospital Berlin, Germany, a postdoctoral fellow at the University of North Carolina at Chapel Hill, USA and a Privatdozent/Lecturer (habilitation in experimental internal medicine) at Ludwig-Maximillian University of Munich.
Henriette Dræbye Rosenquist
Experience:
Henriette Dræbye Rosenquist has been a member of the Board of Directors of the Company since September 2022. Previously, Henriette has been Country President, Managing Director of Pfizer France and French Territories, Country Manager, Managing Director of Pfizer Denmark and Iceland, Sn. Commercial Director, Oncology of Pfizer (EU, Africa & Middle East), Head of Oncology Business Unit of Pfizer Denmark and Business Unit Manager at AbbVie, Denmark. In addition, Henriette has held non-executive positions as Board Member and Treasurer at LEEM (The French Pharma Trade Association), Vice-chairman and Treasurer at AGIPHARM (The Association of American Pharmaceutical Companies), Chairman and board member at LIF (The Danish Association of the Pharmaceutical Industry), Vice-chairman of the Ethical Committee for the Pharmaceutical Industry (Denmark) and Board member at Confederation of Danish Industry, Denmark.
Current position
Henriette Dræbye Rosenquist is an owner and CEO of the pharmacy group: Espergærde, Fredensborg and Humlebæk pharmacies.
Education
Master of Science Pharm., Copenhagen University, Denmark and Executive MBA, Henley Business School, University of Reading, London, United Kingdom.
Monika Lessl
Experience
Monika Lessl is an internationally experienced pharma and life science Executive with more than 25 years of R&D leadership. In her current role as Senior Vice President at Bayer AG she is responsible for Corporate R&D and the company‘s global societal engagement with a focus on Sustainability and Innovation. In her former position as Head of Innovation Strategy she developed and led Bayer’s Innovation Agenda to strengthen Bayer’s Innovation capabilities and foster new business models. As Head of External Innovation Therapeutics at Bayer’s pharmaceutical division she was responsible for creating the external innovation strategy and leading global partnering activities.
Current position
Senior Vice President of Corporate R&D and Social Innovation Bayer AG. She is also Executive Director of the Bayer Foundation with a focus on Science and Social Innovation. Besides these roles she is a Non-Executive Director of the Marienhaus GmbH, a German hospital group and of the Futurium, a museum of the Future in Berlin and acts as a jury member of the European Innovation council and the German Ministry of Science and Education
Education
PhD in Biochemistry from the Max Planck Institute for Molecular Genetics in Berlin and a Diploma in General Management from the Ashridge Business School in London, UK. Beyond this she holds a digital diploma from IMD Lausanne and joined the Corporate Directors’ program at Harvard Business School.
Competences
Leadership – M&A – Commercial business – R&D, technology, digitalization – People leadership and change management – ESG – Listed company – Big pharma- Corporate Governance.
Astrid Haug
Experience
Astrid Haug is an independent consultant in Astrid Haug ApS bureau, consulting private companies, organisations, start-ups and funds on digital strategy, social media, innovation, and green impact communication. She is the author of six books and recognised as an expert on radio and television debates and other media covering these topics.
Current position
Member of Faculty at CBS/Børsen Executive Board education and member of the Digital Council at the Danish Academy of Technical Sciences. Besides that, she acts as board member in UNICEF Denmark (Chair), Symbion A/S, Nørrebro Teater (vice-chair) and Re-Zip Aps.
Education
Astrid holds a cand. mag. in Media Sciences.