5. Board of Directors
5.1 Members, background, nationality, and stock holdings
Dr. Erich Hunziker
Chairman of the Board of Directors since 2013. Member of the Board since 2011. Swiss national.
Dr. Hunziker is the Chairman of Light Chain Biosciences (NovImmune SA). He previously served as CFO of Roche from 2001–2010. From 1983–2001 he held various executive positions at Corange, Boehringer Mannheim and, before joining Roche, at Diethelm-Keller-Gruppe, where he ultimately served as CEO. Erich Hunziker earned a PhD in Industrial Engineering from the Swiss Federal Institute of Technology in Zurich, Switzerland.
Shareholding in BB Biotech AG as at December 31, 2020: 957 884 registered shares (2019: 1 457 884 registered shares).
Other directorships: Dr. Hunziker is Chairman of the Board of Directors of Light Chain Biosciences (NovImmune SA), Entsia International AG, discoveric ag, discoveric marina ag, discoveric bio alpha ag and discoveric bio beta ag. Furthermore he is a member of the Board of Directors of LamKap Bio alpha AG, LamKap Bio beta AG and LamKap Bio gamma AG.
Dr. Clive Meanwell
Vice-Chairman of the Board of Directors since 2011. Member of the Board of Directors since 2004. British national.
He founded and is the Executive Chairman of Population Health Partners LLC, an investment firm, and Chief Executive Officer of Population Health Investment Corporation, a special purpose acquisition company. He is also a member of the Board of Directors of EQRx Incorporated and private biotechnology company. Previously, Dr. Meanwell founded The Medicines Company in 1996 and from then until January 6, 2020 he was a member of the Board of Directors and held a range of leadership positions including Chairman, Executive Chairman, Chief Executive and Chief Innovation Officer. From 1995–1996, he was a founding partner and managing director of MPM Capital L.P. Earlier in his career, Dr. Meanwell held various positions at Hoffmann-La Roche in Basel and Palo Alto, California. Dr. Meanwell received his MD and PhD from the University of Birmingham in the UK where he also trained in medical oncology.
Shareholding in BB Biotech AG as at December 31, 2020: 5 163 registered shares (2019: 5 163 registered shares).
Other directorships: Dr. Meanwell is Chairman of the Board of Directors of Population Health Partners LLC and member of the Board of Directors of Population Health Investment Corporation and EQRx.
Dr. Susan Galbraith
Member of the Board of Directors since 2020. British national.
She joined AstraZeneca in 2010 where she is Head of Oncology Research and Early Development. She oversaw the successful development of several cancer drugs that have been approved in countries around the world. She also co-leads the Cambridge Cancer Center Onco-Innovation Group. Susan Galbraith is a member of the Scientific advisory board of the ICR Cancer Research Center of Excellence and she sits on the AACR Finance Committee as well as the AACR 2020/21 Annual Meeting Scientific Program Committee. Dr. Galbraith is a UK trained Clinical Oncologist & PhD with 20 years’ experience of cancer drug development in the pharmaceutical industry.
Shareholding in BB Biotech AG as at December 31, 2020: 0 registered shares (2019: 0 registered shares).
Other directorships: Dr. Galbraith is member of the advisory board of ICR Cancer Research Center of Excellence.
Prof. Dr. Mads Krogsgaard Thomsen
Member of the Board of Directors since 2020. Danish national.
He has been with Novo Nordisk since 1991. He has held several executive roles in the company’s growth hormone and diabetes research operations, and currently serves as Executive Vice President, Head of R&D and Chief Science Officer. Professor Thomsen has chaired Danish Research Council programs within endocrinology and he is a former president of Denmark’s National Academy of Technical Sciences. Until 2019 he chaired the governing board of the University of Copenhagen. Prof. Dr. Krogsgaard Thomsen holds a PhD and DSc of the Faculty of Health and Medical Sciences of the University of Copenhagen, Denmark.
Shareholding in BB Biotech AG as at December 31, 2020: 0 registered shares (2019: 0 registered shares).
Other directorships: Prof. Dr. Krogsgaard Thomsen is member of the Board of Directors of Felix Pharmaceuticals.
Dr. Thomas von Planta
Member of the Board of Directors since 2019. Swiss national.
Since 2006, he is owner of CorFinAd AG – Corporate Finance Advisory (advisory for M&A transactions and capital market financings). Previously he worked for Vontobel Group from 2002–2006 as interim Head Investment Banking / Head of Corporate Finance and member of the extended executive board. Prior to that he was with Goldman Sachs from 1992–2002, lastly in London in the Equity Capital Markets Group / Investment Banking Division. He holds a degree in law from the Universities of Basel and Geneva (Dr. iur.) and is also attorney at law.
Shareholding in BB Biotech AG as at December 31, 2020: 12 000 registered shares (2019: 12 000 registered shares).
Other directorships: Dr. von Planta is a member of the Board of Directors of Bâloise Holding AG and a member of the advisory board of Harald Quandt Industriebeteiligungen GmbH.
The members of the Board of Directors have no executive functions, neither today nor in the last three years. Moreover, no business relations are in place between the Board members and BB Biotech AG. More detailed résumés are available on our website in the section «about us» (https://www.bbbiotech.ch/en/bb-biotech/about-us/board-of-directors/).
5.2 Number of permissible external mandates
No member of the Board of Directors can have more than ten additional mandates, thereof no more than four in listed entities.
The detailed rule with respect to the number of permissible external mandates of members of the Board of Directors is defined in article 23 of the articles of incorporation of the Company. The articles of incorporation are available for download under the following link: www.bbbiotech.ch/bylaws.
5.3 Election and term of office
The Board of Directors is elected by a simple quorum for a term of office of one year. There are no limitations the board members’ tenure. The members of the Board of Directors have first been elected at the following General Meetings:
Dr. Erich Hunziker: 2011 (Chairman since 2013)
Dr. Clive Meanwell: 2004 (Vice-Chairman since 2011)
Dr. Susan Galbraith: 2020
Prof. Dr. Mads Krogsgaard Thomsen: 2020
Dr. Thomas von Planta: 2019
5.4 Internal organization
The Board of Directors consists of a Chairman, Vice-Chairman and three members. The Board has two committees; Audit Committee, Remuneration and Nomination Committee. The members of the Board of Directors are appointed in the following committees:
Dr. Erich Hunziker, Chairman
Dr. Clive Meanwell, Vice-Chairman: Chairman of the Remuneration and Nomination Committee and Member of the Audit Committee
Dr. Thomas von Planta, Member: Chairman of the Audit Committee and Member of the Remuneration and Nomination Committee
The Board of Directors has extensive experience in all relevant areas, especially from the healthcare and financial industry. With this experience the board members are well suited to monitor the Company´s activities.
The Chairman and members of the Board of Directors are elected by the shareholders at the Company’s general meeting. If the position as Chairman is vacant, the Board of Directors will nominate one of its members to serve as Chairman until the end of the next general meeting.
Board meetings are normally convened by the Chairman or, in his absence, the Vice-Chairman. The individual board members can also require that the Chairman calls for a board meeting. The Board of Directors receives comprehensive information regarding each of the agenda items at the board meetings. The Board of Directors generally meets once per month via video or telephone conference. In addition, two three-day strategy meetings take place each year. The meetings are also attended by representatives of the investment manager respectively administrator. In its meetings, the Board of Directors regularly examines the compliance with the investment guidelines. In addition, the representatives entrusted with the asset management present the respective investment and divestiture decisions. The latter examines the individual investment decisions with respect to the compliance with the investment strategy as well as the investment process. On a yearly basis, the Board of Directors performs and approves a comprehensive risk assessment. Financial risk management is disclosed in note 3 in the consolidated financial statements. Performance of relevant service providers as well as the auditor are evaluated at least on a yearly basis.
During the fiscal year 2020, eight ordinary board meetings (duration of one hour on average) and two strategy meetings took place (two day summer strategy meeting, three day fall strategy meeting). Due to travel restrictions in certain countries caused by COVID-19 the format of the board meetings and strategy meetings (duration of 24 hours in total) was changed to video calls. One Member was excused for one board meeting. All other board and strategy meetings were attended by all members in 2020.
The Board of Directors passes its resolutions by a majority of the votes and the Chairman has the casting votes in case of a tie. The Board of Directors is quorate when the majority of its members are present at the board meetings.
Audit Committee
The members of the Audit Committee are appointed by the Board of Directors. The Audit Committee supports the Board of Directors in the following areas: financial reporting, auditing/controlling, compliance and corporate governance.
The members of the Audit Committee hold quarterly meetings. During 2020, four ordinary meetings of the Audit Committee took place (duration of one hour on average). All members of the Committee participated in all meetings.
Remuneration and Nomination Committee
The members of the Remuneration and Nomination Committee are appointed by the shareholders. The Remuneration and Nomination committee supports the Board of Directors in the following areas: composition of Board and nomination of new board members, compensation policy and guidelines, performance targets and preparation of proposals regarding compensation to the Board of Directors.
The Remuneration and Nomination Committee holds at least one meeting a year. During 2020, two ordinary meetings of the Remuneration and Nomination Committee took place (duration of one hour on average). All members of the Committee participated in all meetings.
5.5 Directors’ dealings
BB Biotech AG publishes each purchase/sale of BB Biotech AG stocks by members of the Board of Directors as well as by first-degree relatives of such persons within three trading days. This information is made available for 30 days on the website in the section «Corporate Governance/Directors’ dealings» (https://www.bbbiotech.ch/en/bb-biotech/corporate-governance/directors-dealings/).