Reference Group and Setting Reward Levels

As explained in section Introduction, we face challenges in setting remuneration levels and structures which are competitive in the key markets where we compete for talent, due to the global nature of our operations. As a result, a key aspect of how we set our remuneration levels is how we define our reference group for benchmarking purposes, which is explained in detail in this section.

This section describes how our Board of Directors sets the level of cash compensation and the award levels under our equity plan. With the help of an independent outside advisory firm, we conduct periodic reviews of compensation levels for senior management and the Board of Directors by comparing against our reference group compensation levels. The Company reviews the benchmark at least once every three years (the last review was conducted in September 2022). The outcome of these benchmarking activities is subsequently reviewed and discussed by our remuneration and nomination committee, which then prepares recommendations to the Board of Directors for the adjustment of our remuneration package composition, size and corresponding terms and conditions.

We use a combined reference group composed of U.S.- and European-based biopharmaceutical companies, as we consider Europe and the U.S. key markets for talent in which we compete. Japanese biopharmaceutical companies were not included in the reference group as we did not identify any Japanese company that meets the relevant combination of criteria defined by our remuneration and nomination committee (shared below). The companies included in the reference group take into account our global ambitions and include relevant industry peers based on a combination of key criteria as reflected in the below overview.

As the industry in which we operate is highly dynamic, marked by uncertainty, mergers, acquisitions, setbacks and successes we aim to maintain a reference group that is comprised out of at least 24 companies, meeting a combination of the defined key criteria. We deem this necessary to ensure that the reference group is representative of the industry’s current landscape in which we compete for talent and includes relevant companies with similar characteristics. As we grow and our industry evolves, companies may enter or exit the market, or their business models may shift, making it necessary to reassess the reference group for accurate comparisons. Therefore, regular updates to the reference group and the criteria used is essential to ensure accurate benchmarking and informed decision-making, and to ensure long-term stability and relevance of the benchmarking outcomes.

Key Peer Company Selection Criteria for most recent benchmark (September 2022)

Current Reference Companies

Our Board of Directors sets award levels based on the outcome of our benchmarking exercise, in accordance with our approved. Our remuneration policy, as follows:contains the following guidance in this respect: