Committee Composition

Nomination Committee

Targovax has established a nomination committee composed of three members, in accordance with its Articles of Association.

The nomination committee shall give recommendations for the shareholder elected board members and the members of the nomination committee, and make recommendations for remuneration to the Board members. The remuneration to the members of the nomination committee is determined by the general meeting.

The current Nomination Committee was elected at the general meeting 13 April 2016.

The majority of the committee members are independent of the Board and the executive management, and all  members of the nomination committee are elected until the annual general meeting in 2017.

Nomination of candidates to the Board

Targovax'shareholders are entitled to nominate candidates to the Board of Directors of Targovax ASA. Nominations may be submitted by sending an e-mail to contact@targovax.com. Nominations must be received by 1 February to be considered for the election at Targovax'annual general meeting that year.

All members of the Board of Directors are up for election at the annual general meeting in 2017.

All proposals should include information about the candidate, grounds for consideration and contact information to the person the candidate is nominated by.

Compensation Committee

The Board of Directors has established a compensation committee composed of Board Members. The primary purpose of the compensation committee is to assist and facilitate the decision making of the Board of Directors in matters relating to the remuneration of the executive management of the Group, reviewing recruitment policies, career planning and management development plans, and prepare matters relating to other material employment issues in respect of the executive management.

The compensation committee reports and makes recommendations to the Board of Directors, but the Board of Directors retains responsibility for implementing such recommendations.

Audit Committee

The Board of Directors has established an audit committee composed of three members. The primary purpose of the audit committee is to assist the board of directors in discharging its duties relating to the safeguarding of assets, the operation of adequate system and internal controls, the control processes and the preparation of accurate financial reporting and statements in compliance with applicable legal requirements, corporate governance and accounting standards. The audit committee shall also provide support to the Board of Directors on the risk profile and risk management of the Group.

The audit committee reports and makes recommendations to the Board, but the Board of Directors retains responsibility for implementing such recommendations.

Corporate Governance Committee

The Board of Directors has established a corporate governance committee composed of four board members. The primary purpose of the corporate governance committee is to monitor Targovax'compliance with the Norwegian Corporate Governance Code (30 October 2014). The corporate governance committee reports and makes recommendations to the Board of Directors, but the Board of Directors retains the responsibility for implementing such recommendations.

Committees