Corporate Governance

Introduction

Santaris Pharma is a Danish company incorporated under and complying with the rules of the Danish Public Companies Act. The Company's operations are funded from equity financing contributed by its shareholders, which largely comprise life science venture investment groups based in Denmark and other European countries. The Company complies with all Danish corporate and statutory legislation to which it is subject, but also strives to match best practice in regard to Danish and international principles and standards of good corporate governance.

Management

While the Board of Directors retains overall responsibility for and control of the Company, Executive Management has responsibility for the implementation, monitoring and control of the Company's business activities, the day-to-day management of the Company, including ensuring the right organization, allocation of resources, implementation of strategies and reporting to the Board of Directors. Executive Management consists of the Company's senior executives Søren Tulstrup (President & Chief Executive Officer), Dr. Art Levin (VP, Chief Development Officer & President, US Operations), Dr. Henrik Ørum (VP & Chief Scientific Officer), Dr. Mark Wedel (VP & Chief Medical Officer),
Dr. Troels Koch (VP & Chief Technology Officer), Henrik Stage (VP & Chief Financial Officer), Stu Mackey (VP & Chief Business Officer) and Bolette Wildt (General Counsel & VP Human Resources).

Board of Directors

The Company is governed by a Board of Directors of which four members represent some of the Company's major shareholders (Søren Carlsen from Novo Ventures, Martien van Osch from Forbion Capital Partners, Holger Reithinger from Global Life Science Ventures and Edwin de Graaf from Gilde Healthcare Partners), and three independent members with senior management experience from the international pharmaceutical industry (Flemming Ørnskov, Walter Wenninger and Claus Bræstrup).

In addition, two further investor representatives (Claus Andersson from Sunstone Lifescience Ventures Fund and Hans Jørgen Madsen from LD Pensions) are entitled to attend meetings of the Board as official Observers. The Board is chaired by Dr Flemming Ørnskov and Walter Wenninger serves as Vice Chairman.

There are six ordinary Board meetings every year. The Board actively contributes to developing the Company as a focused biopharmaceutical business and advises the Executive Management on its decisions and operations, including overall Company strategies, investment and growth plans, management appointments, R&D strategies and commercial priorities and objectives.

The Chairman meets with the members of the Board in the absence of the Executive Management after each Board meeting. The Board's duties are defined in the Rules of Procedure for the Board of Directors.

Board Committees

The Board also functions through two committees, the Audit Committee and the Remuneration and Appointments Committee.

The Audit Committee

The Audit Committee is comprised of two members elected by the Board among its members: Edwin de Graaf (Chairman) and Holger Reithinger. Henrik Stage, CFO, is appointed Secretary to the Committee.

The Committee is responsible for reviewing the Company's annual accounts prior to their submission for approval to the full Board. The Committee also monitors and approves the Company's accounting policies, and the effectiveness of the internal financial controls and financial reporting procedures.