Expert Corporate Governance Service (ECGS)
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Genmab, March 29 2019

In general, Genmab is in compliance with the Danish regulations relating to the organisation and procedures of the Annual General Meeting.

Under ITEM 2, it is proposed to approve the Company's financial statements and to discharge the board of directors and executive management from liability for the FY 2018. Although ECGS has no concerns over the annual accounts it does not approve of the discharge requested. ECGS accordingly recommends to vote OPPOSE.

Under ITEM 4a, it is proposed to re-appoint Mr. Mats Pettersson as Chairman of the board of directors. Although he is considered independent, ECGS has concerns over a lack of female representation on the board (22%) and based on its guidelines the (re-)election of the chairman of the nomination committee is the most appropriate agenda item to express such concerns. Therefore, 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 statutory auditor. In light of the substantial amount of non-audit fees as well as the current term in office of the statutory 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 proposes to amend the Company's remuneration policy. ECGS has various concerns over the (proposed) remuneration policy and accordingly 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 (RSUs) as part of their compensation. In ECGS' view the RSU based component represents a too significant portion of the total non-executive compensation.  ECGS therefore recommends to vote OPPOSE.

Genmab A/S

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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