Genmab - AGM 26 March 2020
In general, Genmab is in compliance with the Danish regulations relating to the organisation and procedures of the Annual General Meeting.
Under ITEM 2 the board of directors seeks approval of the Company's financial statements as well as discharge from liability. Although ECGS has no concerns over the annual accounts, it does not approve of the discharge requested since there is no (legal) requirement for it in Denmark. Accordingly, ECGS recommends to vote OPPOSE.
Under ITEM 4f it is proposed to newly appoint Mr. Jonathan Peacock as Member of the board of directors. Based on the available information, Mr. Peacock would qualify as independent board member in accordance with provision 3.2.1 of the Danish Recommendation on Corporate Governance. On the other hand, ECGS has concerns over his aggregate time commitments. In view of these concerns ECGS normally would have recommended opposition. However, considering that the proxy card does not permit this, it recommends abstention instead.
Under ITEM 5 the board of directors proposes to re-appoint PricewaterhouseCoopers as the Company’s external auditor. In view of the substantial amount of non-audit fees as well as the current term in office of the external auditor, ECGS normally would have recommended opposition. However, considering that the proxy card does not permit this, it recommends abstention instead.
Under ITEM 6a the board of directors seeks approval of the Company's executive remuneration policy. ECGS notes that the maximum variable remuneration is NOT in accordance with its guidelines and therefore recommends to vote OPPOSE.
Finally, under ITEM 6b approval is sought for the remuneration of the board of directors. Although NOT considered market practice in Denmark, board members receive restricted shares as part of their compensation. In ECGS' view the restricted share-based component represents a too significant portion of the total non-executive compensation. Accordingly, ECGS recommends to vote OPPOSE.
Genmab is a biotechnology company specializing in the creation and development of differentiated human antibody therapeutics focused on the treatment of cancer. Co.'s product pipeline includes one marketed product, Arzerra, daratumumab in late stage clinical development, four antibodies in clinical development, and over 20 in-house and partnered pre-clinical programs. Co.'s Arzerra (ofatumumab) is a human monoclonal antibody which targets an epitope on the CD20 molecule. Co.'s proprietary technologies include the DuoBody technology, which creates antibodies that can target two molecules at once, and the HexaBody technology, which allows for the creation of more potent antibodies.
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