Corporate Governance

Orphazyme is committed to ensuring transparent and good corporate governance. As a Danish company listed on Nasdaq Copenhagen, Orphazyme is subject to the Danish Recommendations on Corporate Governance. The Recommendations on Corporate Governance are best practice guidelines for the management of companies admitted to trading on a regulated market.

Orphazyme complies with the Recommendations on Corporate Governance where deemed relevant given Orphazyme’s current situation and focus. Therefore, the Company has opted to deviate in the following areas:

• Given the Company’s current situation, and as the Company has focused its limited resources on handling the Company’s restructuring proceedings, the Company has decided only to publish annual reports and half-yearly financial reports.
• The Company has limited resources and has therefore not provided and does not intend to provide a webcast or other digital transmission of the general meeting.
• The Company has focused on the restructuring proceedings, as well as assisting its legal representatives with a putative class action lawsuit in the United States, and therefore the Company’s purpose is not currently being used actively as part of the Company’s strategy.
• Given the Company’s current situation, including limited resources and the size of the Board of Directors, at least half of the board members elected by the general meeting are not considered independent. Moreover, the majority of the members of the board committees are not considered independent.
• The Company has not included information in the annual report on board members’ individual participation in board meetings and committee meetings. Any board member unable to attend a board or committee meeting has the opportunity to present his or her views or engage in dialogue with the Chairmanship regarding the items of the agenda prior to the board or committee meeting. Accordingly, a board member may contribute to the discussions at a board or committee meeting, even if he or she is not present.
• Given the Company’s current situation, the Board of Directors has chosen not to adopt a policy for the Company’s corporate social responsibility and tax, as the Company has focused its limited resources on handling the Company’s restructuring proceedings.
• Given the Company’s current situation, including limited resources, a member of the Executive Management is temporarily also a member of the Board of Directors.
• Given the Company’s current situation, the Company has focused its limited resources on handling the Company’s restructuring proceedings and legal matters. Therefore, the Company has not included information in the management commentary on the board committees’ most significant activities and number of meetings in the past year.
• Given the Company’s current situation, and as the Company has focused its limited resources on handling the Company’s restructuring proceedings and legal matters, the Board of Directors has not engaged external assistance in the evaluation of the Board of Directors.
• The general conclusions of the latest evaluation of the Board of Directors are not described in the management commentary, however, the Chairman will account for the evaluation process and the general conclusions at the annual general meeting.
• Given the Company’s current situation, the Company has not used its limited resources on considering the potential value of the variable remuneration at the time of exercise under pessimistic, expected, and optimistic scenarios.
• Share-based compensation, e.g. shares, share options, performance shares or warrants, constitutes a common part of the board remuneration in international biotech companies. Due to the Company’s status as a biotech company, Orphazyme has programs in place which offers share-based incentives to the Board of Directors in the form of Restricted Share Units. As members of the Board of Directors are elected for a term of one year, the share-based instruments granted to board members have a vesting period of one year. No share-based incentives were granted to the Board of Directors in 2022.
• Orphazyme believes that share-based remuneration may serve shareholders’ long-term interests as share-based incentives together with the base fee support the objective of lasting value creation for the shareholders.

Orphazyme’s corporate governance statement includes a summary of the Company’s governance structure, a description of internal control and financial reporting procedures, Orphazyme’s position on the Recommendation on Corporate Governance as well as a complete list of the Company’s comments to recommendations that the Company opted to deviate from.

The corporate governance statement is available here.