Non-conformance with the recommendation: PCI Biotech has not established separate Audit and
Remuneration Committees. The Board of Directors believes that this is most appropriate given the
Company’s limited size and complexity. The Board of Directors will, depending on the Company's
performance, consider appointing separate Audit and Remuneration Committees at a future date.
10. Risk management and internal control
It is the responsibility of the Board of Directors to ensure that the Company has sound internal controls
and systems for risk management that are appropriate in relation to the extent and nature of the
Company’s activities. Significant risks include strategic risks, market risks, financial risks, liquidity risks
and operational risks including risks related to development of technologies and products. The internal
control systems also include company values, code of ethics and corporate social responsibility. The
Company’s significant risk areas and internal control systems are assessed on an on-going basis and
at least once a year by the Board of Directors.
Please also refer to The Board of Directors report, for a description of relevant risk factors.
11. Remuneration of the Board of Directors
The General Meeting determines the remuneration to the Board of Directors based on a proposal from
the Nomination Committee. Remuneration reflects the Board of Directors responsibility, expertise, time
commitment and the business complexity. The remuneration is not linked to the Company’s
performance, and no share options are granted to Directors. Detailed information on the remuneration
of the Board of Directors can be found in the Annual Report.
Board members or companies to which they are connected should not undertake separate
assignments for the Group in addition to the Board appointment. If they nevertheless do, the whole
Board is to be informed. Fees for such assignments are to be approved by the Board. If remuneration
has been paid above the normal Board fee, this is to be specified in the annual report.
12. Remuneration of executive personnel
The Board has established guidelines on the determination of salaries and other remuneration of
executive management in accordance with § 6–16a of the Norwegian Public Companies Act. The
remuneration guidelines shall be communicated to and is subject to advisory approval by the Annual
General Meeting. The remuneration guidelines seek to contribute to the alignment of interests
between the shareholders and executive management and sets out the main principles in determining
the salary and other remuneration for the executive management. Performance-related remuneration
is linked to long-term value creation for shareholders and is based on quantifiable factors that can be
influenced by the executive management. A share option scheme is part of the remuneration policy,
and the scheme is approved by the general meeting.
Non-conformance with the recommendation: The established guidelines for other performance-based
remuneration of executive management do not set an absolute limit in terms of potential future value
per awarded share option. As a corrective action share options awarded in 2024, 2023 and 2022 were
awarded with a value cap of 20 times the strike price. Great care is taken by the BoD when awarding
share options to executive management and based on all elements of the guidelines for performance-
based remuneration, and the value cap on share options awarded in 2024, 2024 and 2022, the current
guidelines are considered appropriate.
13. Information and communication
The Company presents its financial statements in accordance with IFRS, and procedures have been
established to ensure compliance with IFRS interim and annual reporting requirements. The
Company's management, the Chief Executive Officer (CEO) and Chief Financial Officer (CFO) are
responsible for preparing the financial statements, and financial reports are approved by the Board of
Directors prior to publication. PCI Biotech reports in accordance with the rules in the Norwegian
Securities Trading Act, as well as with the requirements specified by the Oslo Børs for companies with
listed shares.
PCI Biotech Holding ASA, Ullernchausséen 64, 0379 Oslo, Norway, Company no: 991036393 VAT
Phone: +47 67 11 54 00, www.pcibiotech.com
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