The Board of Directors may appoint committees from among its members and prescribe their agendas. All the committees shall report their work to the Board of Directors. The Board Committees shall act as preparatory bodies for the Board of Directors and shall not have an authority to take decisions on matters that fall within the Board of Directors’ authority unless specifically so authorised by the Board of Directors. The rules of procedure of the committees are set out in their respective Charters.

Currently, one permanent committee, the Audit and Compensation Committee, has been established to assist the Board of Directors. The Board of Directors has adopted rules of procedure for the Committee and elects the Committee members as well as appoints the Chair of the Committee.

Audit and Compensation Committee

The Audit and Compensation Committee assists the Board of Directors by concentrating on issues relating to financial reporting and control, as well as the remuneration of the Board of Directors, the CEO and the management. The duties of the Audit and Compensation Committee are among others to monitor the company’s financial reporting, monitor the company’s internal controls, internal auditing and risk management, keep informed of the auditing of the financial statements, and review and monitor the impartiality and independence of the auditor as well as prepare proposals for the remuneration of the members of the Board of Directors, prepare proposals for the overall compensation and objectives of the CEO and review and prepare matters related to the Company’s overall compensation and incentive structure.

Nanoform’s Audit and Compensation Committee is comprised of two members, Miguel Calado (Chair), and Mads Laustsen, as the Company’s CFO, who is member of the Board of Directors, may not be a member of the Committee.