Corporate Governance

Exiqon wishes to maintain a high standard of corporate governance and complies with the recommendations published by NASDAQ OMX Copenhagen in 2005 as changed on 8 February 2008 and 10 December 2008 with the following exceptions:

During 2010, the Board of Directors intends to follow the recommendation regarding terms for directorships.
The Board of Directors plans to establish a formalized assessment procedure whereby the cooperation between the Board of Directors and the Management is assessed once each year in a meeting between the CEO and the Chairman of the Board of Directors.
The Board of Directors plans to establish a formalized assessment procedure which continuously and systematically assesses the work, results and composition of the Board of Directors and the individual members, including the Chairman, in order to improve the Board work.
Exiqon does not follow the recommendation that remuneration to the Board of Directors should not include share option programmes since we believe that the possibility of allocating warrants to board members is important to attract Board members with the right qualifications. Share options are granted at the market price at the date of grant in accordance with the rules for executive remuneration approved by the Annual General Meeting.

Board of Directors

All Board members elected by the Annual General Meeting are up for election each year.

Procedures and guidelines for Exiqon’s management reporting to the Board of Directors and for the mutual communication between the Board of Directors and the Management are described in the Board’s rules of procedure which also include a fixed calendar of meetings to ensure that the Board of Directors observes its duties. In 2009, the Board of Directors held 12 meetings including a one day strategy seminar.

Board committees

Exiqon uses board committees, and the Board of Directors has created two board committees: An audit committee and a compensation committee. Board committees are used to achieve the best possible quality in the Board work and to ensure the Board of Directors’ involvement in important current issues. Material decisions are always made by all members of the Board of Directors, and all members are informed of all decisions.

The members of the audit committee are appointed by the Board of Directors and meet at least twice each year. The audit committee, inter alia, assists the Board of Directors in supervising the company’s preparation of financial statements and financial reporting, the accounting policies and the company’s internal controls, accounting practices and various procedures. Currently the tasks of the Audit Committee are attended to by the board as a whole.

The members of the compensation committee are appointed by the Board of Directors. The committee inter alia assists and advises the Board of Directors in connection with the remuneration of the Board of Directors and the Management and the company’s bonus and warrant schemes. The compensation committee currently consists of Thorleif Krarup, Erik Walldén and Per Wold-Olsen.