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RYVU Therapeutics S.A. — Remuneration Information 2021
Jun 2, 2021
5798_rns_2021-06-02_15dd7568-b0ee-4c6d-8f96-10f2968f0266.pdf
Remuneration Information
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THE REMUNERATION REPORT
ON REMUNARATION OF MEMBERS OF THE MANAGEMENT AND SUPERVISORY BOARD OF RYVU THERAPEUTICS S.A.
FOR 2019 AND 2020
Report on the remuneration of members of the Management Board and Supervisory Board of Ryvu Therapeutics S.A. (hereinafter "Ryvu" or "the Company") was prepared on the basis of:
a) Art. 90g of the Act of July 29, 2005 on public offering and conditions for introducing financial instruments to an organized trading system and on public companies;
b) Directive (EU) 2017/828 of the European Parliament and of the Council of 17 May 2017 amending Directive 2007/36 / EC as regards encouraging shareholders to long-term commitment.
This Report presents the financial years 2019-2020, as well as comparative data from previous years, and provides an overview of the remuneration granted to members of the Company's governing bodies in accordance with the applicable internal regulations contained in the Remuneration Policy for Members of the Management Board and Supervisory Board of Ryvu Therapeutics S.A. adopted by the General Shareholders Meeting of the Company on August 31, 2020 ("Remuneration Policy").
Due to and as a result of the corporate split of Ryvu Therapeutics S.A. (formerly operating under the name Selvita S.A.), which was accomplished on October 1, 2019, an organized part of the enterprise (currently operating under the name Selvita S.A.) encompassing tangible and intangible assets intended for conducting services of a Contract Research Organization as well as shares in the affiliated companies: Selvita Services sp.z o.o., Selvita Inc., Selvita Ltd., BioCentrum sp.z o.o. (merged with Selvita Services sp. z o.o. on November 29, 2019), as well as Ardigen S.A., the data presented below for the financial year 2019 in relation to the Members of the Management Board: Mr. Bogusław Sieczkowski, Mr. Miłosz Gruca, Mrs. Mirosława Zydroń and Mrs. Edyta Jaworska cover the period from January 1, 2019 to September 30, 2019. As a result of the corporate split of Ryvu Therapeutics SA, the indicated Management Board Members resigned from positions as Management Board Members of the Company (effective as of September 30, 2019), further holding positions as Management Board Members of Selvita S.A.
The amount of the total remuneration and its components and the mutual proportions between these remuneration components
The remuneration of the Members of the Management Board consists of:
a) Fixed Remuneration, constituting monthly remuneration in cash, paid for performing functions on the Management Board;
b) Variable Remuneration, constituting supplementary remuneration paid quarterly or less often, constituting additional remuneration dependent on achievement of the Management Objectives.
In shaping the amount of the Variable Remuneration of the Members of the Management Board, the Supervisory Board shall take into account the Management Objectives, including, in particular:
- a) the achievement of the short-, medium- and long-term tasks respectively, arising from the Company's business strategy and relating to the pursuit of its interests;
- b) the accomplishment of quantitative or qualitative tasks in a given area for which a given Member of the Management Board is responsible.
The Management Objectives shall be specified by the Supervisory Board each year at the beginning of each calendar year. The Management Objectives set by the Supervisory Board should take into account the Company's current operating and strategic objectives for a given period, along with the criteria (measures) for assessing the achievement thereof. According to the Remuneration Policy, the Company's Supervisory Board may assign appropriate weights to the individual Management Objectives which determine the amount of Variable Remuneration of the Members of the Management Board, and to establish a proportion between Fixed Remuneration and Variable Remuneration and Additional Benefits, to ensure a proper balance from the perspective of the total remuneration received by a Member of the Management Board in order to ensure the sustainable development of the Company and to achieve an increase in its value.
In terms of the Variable Remuneration of Management Board Members paid for 2019 and 2020, the Supervisory Board established corporate goals and measures (criteria for their implementation) aimed at strengthening the Company's position, setting goals in three main areas, i.e. in the area of clinical development related mainly to the project RVU120 and SEL24; in the field of discovering and developing new oncological therapies and providing new candidates for drugs in the preclinical area, related to the achievement of the assumed strategic milestones related to the implementation of the Company's research projects, as well as in the area of the Company's corporate development, including issues related to concluding new partnering agreements, obtaining external financing, operational activities and HR.
In addition, appropriate weights have been assigned to individual Management Objectives and their measures, which allows to determine the amount of the awarded Variable Remuneration of Management Board Members in 2020, if the goal was achieved. The entire Variable Remuneration was awarded based on the Management Objectives established at the beginning of the calendar year 2020.
Irrespective of the Fixed Remuneration and the Variable Remuneration the Members of the Management Board may receive an Additional Benefit consisting of other additional benefits, including non-cash benefits.
In deciding about the award of Additional Benefits, in particular the impact of a given benefit on the possibility and effectiveness of the performance of a function by a Member of the Management Board, including by providing factors other than remuneration in cash, mobilizing and motivating to perform the function entrusted, have been taken into account.
Additional Benefits include in particular:
- a) the possibility to use a company car, computer, mobile phone;
- b) coverage of travel expenses;
- c) the provision of health services (including private healthcare), sports, artistic or educational services;
- d) payment cards to cover business expenses;
- e) provision of a company apartment awarded if the place of work is significantly distant from the place of residence.
The Members of the Supervisory Board are entitled to fixed monthly remuneration. The remuneration of the Members of the Supervisory Board may differ depending on the function performed, including, in particular, due to the performance of the function of the Chairman or Deputy Chairman of the Supervisory Board or being a member of the given Committee within the Supervisory Board. Members of the Supervisory Board are also entitled to reimbursement of travel expenses, board and lodging related to participating in meetings of the Supervisory Board.
| Name | Fixed Remuneration |
Variable Remuneration |
Additional Benefits |
Remuneration in Affiliated Companies |
Remuneration [TOTAL] |
Variable Remuneration in total Remuneration [%] |
|---|---|---|---|---|---|---|
| Paweł Przewięźlikowski |
292 511 | 227 340 | 4 275 | 40 680 | 564 806 | 40% |
| Setareh Shamsili* | 540 222 | - | 66 927 | 607 149 | - | |
| Krzysztof Brzózka | 393 768 | 192 931 | 4 955 | 591 654 | 33% | |
| Steffen Heeger** | 160 378 | 237 873 | 97 300 | 495 551 | 48% | |
| Bogusław Sieczkowski*** |
95 400 | 224 314 | 3 126 | 102 600 | 425 440 | 53% |
| Miłosz Gruca*** | 126 519 | 334 320 | - | 460 839 | 72% | |
| Mirosława Zydroń*** |
55 645 | 89 100 | - | 144 745 | 61% | |
| Edyta Jawroska*** | 156 793 | 209 700 | 3 575 | 370 068 | 57% |
Table no. 1: Remuneration of Members of the Management Board for 2019
* Mrs. Setareh Shamsili's remuneration relates to the period from her appointment to the Management Board, i.e. from October 14, 2019.
** Mr. Steffen Heeger's remuneration relates to the period of holding the Management Board position in the Company, i.e. from March 15, 2019 till July 17, 2019.
*** The remuneration of Mr. Bogusław Sieczkowski, Mr. Miłosz Gruca, Mrs. Mirosława Zydroń and Mrs. Edyta Jaworska relates to the period of holding positions in the Management Board of the Company, i.e. from January 1, 2019 to September 30, 2019. As a result of the corporate split of Ryvu Therapeutics S.A., which took place on October 1, 2019, the indicated Members of the Management Board resigned from positions in the Management Board of the Company (effective as of September 30, 2019), while continuing to perform the functions of members of the Management Board of Selvita S.A.
Table no. 2: Remuneration of Members of the Management Board for 2020
| Name of Director | Fixed Remuneration |
Variable Remuneration |
Additional Benefits |
Remuneration [TOTAL] |
Variable Remuneration in total Remuneration [%] |
|---|---|---|---|---|---|
| Paweł Przewięźlikowski | 330 874 | 243 198 | 8 016 | 582 088 | 42% |
| Setareh Shamsili | 1 337 878 | 135 000 | 86 203 | 1 559 081 | 9% |
| Krzysztof Brzózka | 583 553 | 187 974 | 9 146 | 780 673 | 24% |
| Kamil Sitarz* | 49 300 | - | 734 | 50 034 | - |
* Mr. Kamil Sitarz was appointed to the Management Board on November, 23 2020.
Table no. 3: Remuneration of Members of the Supervisory Board for 2019
| Name of Supervisory Board Member |
Remuneration [PLN] |
|---|---|
| Piotr Romanowski | 68 027 |
| Tadeusz Wesołowski | 64 718 |
| Rafał Chwast | 62 087 |
| Axel Glasmacher* | 33 830 |
| Colin Goddard* | 33 830 |
| Jarl Ulf Jungnelius* | 34 488 |
| Thomas Turalski* | - |
| Wojciech Chabasiewicz** | 26 780 |
| Wojciech Sobieraj** | 26 780 |
* The remuneration of Mr. Axel Glasmacher, Mr. Colin Goddard, Mr. Jarl Ulf Jungnelius and Mr. Thomas Turalski relates to the period from 19 September 2019. Remuneration for Mr. Thomas Turalski for 2019 was paid in 2020 (presented in the table below).
** The remuneration of Mr. Wojciech Chabasiewicz and Mr. Wojciech Sobieraj relates to the period from January 1, 2019 to September 19, 2019.
Due to the corporate split of Ryvu Therapeutics S.A., which took place on October 1, 2019, the Company decided to adjust the remuneration of Supervisory Board to the remuneration of supervisory authorities in foreign (US and European) biotechnology companies comparable in size to Ryvu Therapeutics S.A. on the peer-group basis. The General Meeting of Shareholders of the Company adopted the new remuneration scheme under Resolution No. 11 of September 19, 2019, which entered into force on October 1, 2019.
| Name of the Supervisory Board Member |
Remuneration [PLN] |
|---|---|
| Piotr Romanowski | 142 847 |
| Tadeusz Wesołowski | 140 745 |
| Rafał Chwast | 142 847 |
| Axel Glasmacher | 140 745 |
| Colin Goddard | 140 745 |
| Jarl Ulf Jungnelius | 141 403 |
| Thomas Turalski | 176 334 |
Table no. 4: Remuneration of Members of the Supervisory Board for 2020
1. Information on how the remuneration complies with the Remuneration Policy including how it contributes to the Company's long-term performance
The company pays remuneration to members of the Management Board and Supervisory Board strictly in accordance with the Remuneration Policy. The remuneration of the members of the Management Board contributes to their full involvement in the performance of specific functions, motivates them to achieve the Company's business goals. The remuneration is adequate to the positions held by the Management Board Members.
2. Comparative information on the change of remuneration and Company performance and the average remuneration of employees of the Company, who are not members of the Management Board or the Supervisory Board, over the period of five financial years
Table no. 5: Comparison of the remuneration of members of the Management Board on annual basis
| Name | Rok 2016 | Rok 2017 | Rok 2018 | Rok 2019 | Rok 2020 |
|---|---|---|---|---|---|
| Paweł Przewięźlikowski | 388 191 | 655 255 | 522 781 | 564 806 | 582 088 |
| Change [%] | 68,8 % | -20,22% | 8,04% | 3,06% |
| Setareh Shamsili* | - | - | - | 607 149 | 1 559 081 |
|---|---|---|---|---|---|
| Change [%] | 156,79% | ||||
| Krzysztof Brzózka | 312 056 | 620 089 | 506 749 | 591 654 | 780 673 |
| Change [%] | 98,71% | -18,28% | 16,75% | 31,95% | |
| Kamil Sitarz | - | - | - | - | 50 034 |
| Change [%] |
* Mrs. Setareh Shamsili was appointed to the Management Board on August, 1 2019.
The table above is presented only illustratively. Taking into account the specificity of the industry in which Ryvu Therapeutics operates, the current Variable Remuneration of the Members of the Management Board of the Company depends on the progress in the development of clinical and preclinical projects, and not on the current financial results, i.e. revenues or operating profit.
| Financial Results | 2016* | 2017* | 2018* | 2019** | 2020** |
|---|---|---|---|---|---|
| Net sales (including subsidies) from continuing operations |
66 237 284 | 105 411 918 | 109 219 840 | 33 720 267 | 36 950 683 |
| Change [%] | 59% | 4% | -69% | 10% | |
| Operating profit / EBIT from continuing operations (without impact of the incentive program) |
4 646 440 | 13 221 633 | -13 611 140 | -45 385 247 | -35 697 025 |
| Change [%] | 185% | -203% | -233% | 21% | |
| EBITDA from continuing operations (without impact of the incentive program) |
8 263 897 | 18 461 730 | -5 386 070 | -37 396 612 | -23 339 902 |
| Change [%] | 123% | -129% | -594% | 38% |
Table no. 6: Comparison of Ryvu's results on annual basis*
| Net profit from continuing operations |
2 685 391 | 6 731 925 | 892 484 | -44 270 284 | -31 687 588 |
|---|---|---|---|---|---|
| Change [%] | 151% | -87% | -5060% | 28% |
* According to the Consolidated Financial Statements of Selvita Capital Group prepared in accordance with the International Financial Reporting Standards ("IFRS") - all segments were included, i.e. services, innovative segment, bioinformatics.
** According to the financial statements of Ryvu Therapeutics S.A. prepared in accordance with the International Financial Reporting Standards ("IFRS"). In addition, on October 1, 2019, the corporate split of Ryvu Therapeutics S.A. has been accomplished (formerly Selvita S.A.) by transferring to Selvita S.A. (formerly Selvita CRO S.A.) in the form of an organized part of the enterprise (CRO), therefore the presented data relates only to the innovative segment.
Table no. 7: Comparison of the average salary of employees employed in Ryvu on annual basis *
| 2016 | 2017 | 2018 | 2019 | 2020 | |
|---|---|---|---|---|---|
| Average salary [PLN] | 5 367 | 5 938 | 6 438 | 8 072 | 9 139 |
| Change [%] | 10,64% | 8,42% | 25,38% | 13,22% |
*The average remuneration of the Company's employees constitutes the sum of the remuneration (fixed remuneration, bonuses and other awards, commissions, non-cash benefits and all other payments) paid to employees in a given calendar year (over a 12-month period) divided by average employment (average number of full-time employees) in a given year. The calculation of the average employee remuneration in 2016, 2017 and 2018 includes the remuneration paid to employees of the former Capital Group, i.e. employees who, as a result of the corporate split of Ryvu Therapeutics SA, which took place on October 1, 2019, were transferred (as part of an organized part of the enterprise) to a new employer, i.e. Selvita S.A.
3. Information on the number of shares and share options granted or offered to directors, and the main conditions for the exercise of the rights including the exercise price and date and any change thereof
In 2019 and 2020, neither the Members of the Management Board nor the Supervisory Board Members were granted or offered Company's financial instruments.
4. Information on use of the right to reclaim the return of Variable Remuneration components
The right to reclaim the return of Variable Remuneration components is not provided in the Remuneration Policy.
5. Derogations and deviations from the Remuneration Policy and from the procedure for its implementation including the explanation of the nature of the exceptional circumstances and the indication of the specific elements derogated from
Pursuant to the Remuneration Policy, the derogation from its application may only take place if it is necessary to achieve the long-term interests and financial stability of the Company or to guarantee its profitability. In 2020 the Supervisory Board did not decide to depart from the adopted Remuneration Policy.
Conclusions:
The Supervisory Board reviewed the remuneration and other benefits received by individual members of the Management Board and Supervisory Board and assessed the overall compliance with the applicable Remuneration Policy and states that:
-
- remuneration and other benefits paid to members of the Management Board and Supervisory Board comply with the applicable Remuneration Policy and meet the requirements provided for by law,
-
- The current Remuneration Policy is an effective tool for granting the remuneration to Management Board Members and enables a flexible policy of awarding variable remuneration components.