5. Board of Directors

5.1 Members and background

Chairman

Dr. Thomas von Planta

Dr. Thomas von Planta is Chairman since 2024 and has been a member of the Board of Directors of BB Biotech AG since 2019. Since 2006, he is owner of CorFinAd AG – Corporate Finance Advisory (advisory for M&A transactions and capital market financings). He chaired the Bellevue Group from March 2015 until March 2019. Previously he worked for Vontobel Group from 2002 until 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 until 2002, lastly in London in the Equity Capital Markets Group/Investment Banking Division. Dr. von Planta holds a degree in law from the Universities of Basel and Geneva (Dr. iur.) and is also an attorney at law. Dr. von Planta is the Chairman of the Board of Directors of Bâloise Holding AG since April 2021.

Vice-Chairman

Dr. Clive Meanwell

Dr. Clive Meanwell is Vice-Chairman and has been a member of the Board of Directors of BB Biotech AG since 2004. He founded and is the Executive Chairman of Population Health Partners LLC as well as Metsera Inc. Dr. Meanwell is also a member of the Board of Directors of Fractyl Health Inc., Saama Technologies Inc. and Hugo Health Inc. Previously, Dr. Clive Meanwell founded The Medicines Company in 1996 and from then until January 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 until 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. He received his MD and PhD from the University of Birmingham in the UK where he also trained in medical oncology.

Member

Laura Hamill

Laura Hamill has been a member of the Board of Directors of BB Biotech AG since March 2022. She brings more than 30 years of experience in the biopharma industry and most recently serviced as Executive Vice President of Worldwide Commercial Operations at Gilead Sciences. Prior to Gilead, Ms. Hamill worked at Amgen for almost 20 years in a number of executive leadership roles in the United States (US) and internationally. In her last role at Amgen, she led the US Commercial Operations with annual revenue of USD 20 bn. Ms. Hamill is a Director for Y-mAbs Therapeutics, Jazz Pharmaceuticals, Unchained Labs and a member of the Advisory Committee for Launch Therapeutics, part of the Carlyle Group. Ms. Hamill holds a B.A. in Business Administration, with an emphasis in Marketing, from the University of Arizona.

Member

Dr. Pearl Huang

Dr. Pearl Huang has been a member of the Board of Directors of BB Biotech AG since March 2022. Dr. Huang studied life sciences at MIT as an undergraduate and earned a doctorate in Molecular Biology from Princeton University. She has spent over 30 years in the pharma and biotech industries, and to date, has contributed to the development of eight medicines that are used by patients every day. Dr. Huang has been appointed CEO of Dunad Therapeutics in June 2022. Prior to that she served as CEO of Cygnal Therapeutics. She is currently a member of the Board of Directors of Waters Corporation and a member of the advisory committee of MIT Corporation.

Member

Camilla Soenderby

Camilla Soenderby has been a member of the Board of Directors of BB Biotech AG since March 2024. She brings 25 years of international leadership experience from executive roles at leading biopharma companies in the EU, the US and Asia. Most recently, Ms. Soenderby was a corporate officer at Takeda leading global portfolio commercialisation. Prior to that, she worked as SVP, Head of Global Product Strategy for Shire, having previously held regional- and general management positions at Roche Pharma, Abbott (now AbbVie) and Schering Plough. She began her career as a consultant at McKinsey, and holds a Master’s degree from Copenhagen University. She is an independent Director at Abivax, F2G and Affibody, member of the Novo Advisory Group and advisor to the private equity group EQT.

Member

Prof. Dr. Mads Krogsgaard Thomsen

Prof. Dr. Mads Krogsgaard Thomsen has been on the Board of Directors of BB Biotech AG since 2020. In 2021, Prof. Dr. Thomsen became CEO of the Novo Nordisk Foundation. He was previously with Novo Nordisk where he served as Executive Vice President, Head of R&D and Chief Science Officer. Prof. Dr. Thomsen has chaired Danish Research Council programs within endocrinology, and he is a former president of Denmark’s National Academy of Technical Sciences. Until 2020, Prof. Dr. Thomsen chaired the governing board of the University of Copenhagen. He received his MD and PhD from the University of Copenhagen. He is a member of the Board of Directors of the BioInnovation Institute and a member of the Scientific Advisory Board of Felix Pharmaceuticals.

Dr. Erich Hunziker did not stand for re-election at the Annual General Meeting 2024 held on March 21, 2024. Dr. Erich Hunziker's CV can be found in the 2023 Coporate Governance Report.

5.2 Independence

All members of the Board of Directors are independent and have no executive functions at the company or a subsidiary, neither today nor in the last three years and do not serve, and have not served during the last two years as lead auditor of the Company's auditors. Moreover, no business relations are in place between the Board members and BB Biotech AG or a subsidiary.

5.3 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.

5.4 Election, term of office and nationality

The Board of Directors is elected by a simple quorum for a term of office of one year. There are no limitations to the board members’ tenure. The members of the Board of Directors have first been elected at the following General Meetings:

5.5 Internal organization

The Board of Directors consists of a Chairman, Vice-Chairman and four members. The Board of Directors has appointed a secretary who is not a member of the Board of Directors. The Board has three committees: Audit and Risk Committee, Remuneration and Nomination Committee as well as a Sustainability and Governance Committee. The members of the Remuneration and Nomination Committee are elected by the General Meeting. The Chairperson of the Remuneration and Nomination Committee is appointed by the committee members. The Chairperson and members of the Audit and Risk Committee as well as the Sustainability and Governance Committee are appointed by the Board of Directors.

The members of the Board of Directors have extensive experience in all relevant areas, especially from the healthcare and financial industry. With this experience, the members of the Board of Directors are well suited to supervise 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 via video or telephone conference. In addition, two three-day strategy meetings take place each year. The board meetings are also attended by representatives of Bellevue Asset Management AG as investment manager and administrator. In addition, the representatives entrusted with the asset management present the respective investment and divestiture decisions. The Board of Directors 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 to the consolidated annual financial statements. Performance of relevant service providers as well as the auditor are evaluated at least on a yearly basis.

The following table provides an overview of the in person strategy meetings and other meetings of the Board of Directors in 2024.

The Board of Directors passes its resolutions by a majority of the votes and the Chairman has the casting vote in case of a tie. The Board of Directors is quorate when the majority of its members are present at the board meetings.

Audit and Risk Committee

The Audit and Risk Committee examines whether all systems created to monitor compliance with legal and statutory provisions are appro­priate and whether they are being applied properly. It reports to the Board of Directors and makes recommendations to the same.

The Audit and Risk Committee also monitors and evaluates the integrity of the financial reports, internal controls, the effectiveness of the external auditor as well as risk management and compliance, taking into consideration the risk profile of the Group. It maintains board level contact with the external auditors and monitors their performance and independence as well as their collaboration with the investment manager and administrator.

All members of the Audit and Risk Committee are independent. The Audit and Risk Committee meets at least once a quarter. The Audit and Risk Committee Charter is available for download here.

In 2024, Pearl Huang as Chair of the Audit and Risk Committee has successfully completed a two day in person training «Audit Committees in a New Era of Governance» provided by Harvard Business School – Executive Education in Boston.

The following table provides an overview of the meetings and circular resolutions of the Audit and Risk Committee in 2024.

Remuneration and Nomination Committee

The members of the Remuneration and Nomination Committee are elected by the General Meeting. The Remuneration and Nomination Committee supports the Board of Directors in the following areas: Composition of the Board of Directors and nomination of new board members, compensation policy and guidelines, performance targets and preparation of proposals regarding compensation to the Board of Directors. It reports to the Board of Directors and makes recommendations to the same. The Remuneration and Nomination Committee meets as often as necessary but in any event at least once a year. The Remuneration and Nomination Committee Charter is available for download here.

The following table provides an overview of the meetings and circular resolutions of the Remuneration and Nomination Committee in 2024.

Sustainability and Governance Committee

The Sustainability and Governance Committee supports the Board of Directors in environmental, social and governance (ESG) matters. As outlined in the publicly available Charter of the Committee (which is available for download here), ESG is defined as follows:

(i) Environmental: the impact of the Group and the impacts of the portfolio companies on the natural environment, including, but not limited to, carbon emissions, air and water pollution, energy efficiency, waste management, and natural resources conservation;

(ii) Social: the role of the Group and the roles of the portfolio companies within the relevant societies and their interaction with stakeholders and communities, covering aspects of human rights, supply chain sustainability, diversity and inclusion, non-discrimination, and equal treatment; and

(iii) Governance: the Company’s corporate governance framework and all applicable standards, codes, and best practices to the extent not under supervision by the Company’s Audit and Risk Committee or the Nomination and Remuneration Committee, including aspects such as bribery and corruption, lobbying, and political contributions.

The Sustainability and Governance Committee reviews periodically and, if required, makes recommendations to the Board of Directors regarding the investment strategy, policies and guidelines concerning ESG matters. It monitors the investment, regulatory and reputational impacts of ESG matters on the Group and provides guidance to the Board of Directors concerning the management of such impacts. Furthermore, it assesses the performance of the investment manager with regard to ESG matters and reviews the Group’s sustainability report. It reviews and makes recommendations to the Board of Directors on significant emerging and current trends and stakeholders’ views regarding ESG matters.

All members of the Sustainability and Governance Committee are independent. The Committee meets as often as required but in any case at least once a year.

The following table provides an overview of the meetings and circular resolutions of the Sustainability and Governance Committee in 2024.