Ascendis Health

Governance

Ascendis Health strives to achieve high standards of corporate governance and ethical practices to ensure the sustainability of the business. The board acknowledges the relationship between good governance and long-term equity performance, recognising that investors afford premium ratings to well managed businesses.

The governance framework covers risk management, legislative and regulatory compliance, internal controls, external and internal audit, and is underpinned by the principles of accountability, transparency and integrity.

  • Ascendis subscribes to the spirit of good corporate governance embodied in the King governance codes and will report according on the newly adopted King lV code in the 2018 integrated report to be published in September 2018.
  • The board is elected by shareholders and currently consists of six non-executive directors (with four classified as independent directors) and four executive directors (reducing to two at the end of June 2018).
  • The independence of all non-executive directors is reviewed annually.
  • The roles of the chairman and CEO are separate and clearly defined, ensuring a balance of authority and limiting individual decision-making powers.
  • Three specialist governance committees have been constituted to assist the board in meeting its oversight responsibilities, with each committee chaired by an independent non-executive director. These are the audit and risk; remuneration and nominations; and social and ethics committees.
  • The audit committee members are elected annually by shareholders
  • Diversity among the directors enhances the quality of decision-making at board level. Currently 50% of the non-executive directors are black and 33% are female. The board has adopted a gender diversity policy.
  • A corporate services agreement governs the relationship with the major shareholder Coast2Coast (C2C) and confirms the role of C2C as a non-exclusive service provider to Ascendis for acquisitions and disposals, debt and equity raising.
  • The group’s remuneration policy and implementation report are proposed to shareholders for a non-binding advisory vote at each annual general meeting.