Policies

The framework for the Lundbeck Foundation’s activities

At the Lundbeck Foundation, we have a range of policies which, collectively, provide the framework for the Foundation’s activities. The board of directors discusses these policies annually to ensure that they are always in keeping with the times

Policies

Best Research Practice

The Lundbeck Foundation’s general criterion for allocating research funds is that the scientific content of the application, the applicant’s qualifications and the scientific environment at the host institution are of a high international standard and that the research makes a difference to people’s health and lives. We aim to ensure that all applications are evaluated on an equal basis.

Basically, the Foundation endeavours to ensure that all applications are subjected to peer review by a majority of impartial experts. The Foundation has established two permanent evaluation panels with a majority of external and foreign experts to evaluate project applications on a regular basis. Evaluation panels of international experts are convened on an ad hoc basis to evaluate major personal and strategic applications. All members of the review panels must comply with the Foundation’s rules on impartiality.

All evaluations result in a recommendation to the Lundbeck Foundation’s board of directors, which then decides on allocation of funds in accordance with legislation. Evaluation procedures for applications and recommendations are regularly adjusted to keep pace with developments and implementation of new measures.

In 2014, our board of directors adopted which is now incorporated into the Foundation’s General Terms and Conditions for Research Grants. Our codes support basic principles for best research practice, such as research integrity, transparency and accountability. All grant recipients must sign this document before they can receive the grant.

The Lundbeck Foundation’s General Terms and Conditions for Research Grants refer, for example, to the Danish Ministry of Higher Education and Science’s Code of Conduct for Research Integrity from 2014.

We also expect grant holders to conduct their research in accordance with , cf. the EU’s HORIZON 2020 programme.

Approved by the Board, 12 March 2024.

Data Ethics Policy

Data Ethics Policy

This Data Ethics Policy describes the overall ethical principles for how the Lundbeck Foundation (including Lundbeckfond Invest A/S) uses data and serves as a supplement to the Foundation’s existing privacy notices on data protection.

We strive to adhere to the principles set out herein, and expect grant recipients, reviewers, and employees to comply with it, and with due regard for, local conditions and norms.

The term ‘data’ covers data of all types and from all sources, including publicly available data, such as that collected from grant-applicants, their research, reviewers, commercial partners or employees, as well as statistical, financial, and corporate data, and data derived data.

Data is used in our operations and to allow applications and their reviews. We strive to offer clarity on the type and source of data used, and to communicate its purpose to all involved via relevant privacy notices and guidance.

Data is gathered with the sole purpose of providing knowledge and information relevant to the Foundation’s activities, and its use should always be guided by the following principles:

Human interests before commercial interests

Data utilised should ultimately have a human benefit. If there is a conflict between human and commercial interests, human interests should always prevail.

Transparency

Data uses should be clear or easily explained. When personal data is utilised, the legitimate reason for doing so should be made clear, or properly informed consent should be obtained from all involved.

Anonymisation

Data should be anonymised or pseudonymised unless personalisation is a requirement for achieving the targeted results.

Autonomy

Accountability is an integral part of responsible data use, and we go to great lengths to reduce the risks for the individual, and to mitigate undesirable social and ethical implications.

Accountability and governance

Accountability is an integral part of responsible data use, and we go to great lengths to reduce the risks for the individual, and to mitigate undesirable social and ethical implications.

We endeavour to integrate data ethics into all our daily management and business decisions, including when acting as stakeholder in other concerns.

Even with effective standards, policies and processes in place, data usage has the potential to lead to challenges, problems, and errors. We seek to prevent this by developing a positive culture among employees that promotes openness and encourages the continuous improvement of processes and systems.

The Data Ethics Policy is overseen by the Data Protection Officer, who reports on data ethics and escalates any issues to the executive management, as required.

Approved by the Board on 12 March 2025

Sustainability Policy

�鶹��’s Sustainability Policy

1. Introduction

�鶹�� is an enterprise foundation with multiple roles as owner, investor and philanthropist. Our aspiration is to fulfil these roles in a way that is environmentally, socially and financially sustainable and we believe in the value of good corporate governance. We have signed the UN Global Compact and use the ten principles on human rights, labour rights, environment, and anti-corruption to guide our work across all activities.

Our activities are centred around bioscience, human health and Denmark’s healthcare sector and delivered through a wide range of external commitments and partnerships. This policy defines the guiding principles for our work on sustainability covering all areas.

2. Our sustainability focus areas

Based on our purpose, strategy and core activities we have chosen four SDG focus areas to guide our value creation. These are;

	Improving health and quality of life starting with the brain Bringing new biomedical discoveries to the lives of patients and their rela-tives is a core part of the Foundation’s purpose. Our scientific grants focus on neuroscience with the potential to generate discoveries related to brain diseases, our ownerships are focused on the healthcare industry and our biotech investments focus on companies who address unmet medical needs.
	Supporting responsible economic growth and job creation Our roles as long-term business owners and direct investors gives us a co-responsibility for the economic and societal footprint of Denmark’s healthcare sector. We seek to carry out our ownership roles in ways where financial value creation is well balanced with the need for long-term socie-tal value and well-being of employees.
	Pioneering innovation within healthcare We invest in research, people and companies at the frontier of their fields in order to drive innovation. We support our companies and university partners in their quest for innovation and we have grants and investments which are dedicated to early-stage innovation in lifescience.
	Promoting sustainable practices and good governance Our multiple roles as owner, investor and philanthropist require extensive collaboration with external partners and stakeholders. We want to be a responsible and constructive partner, who is transparent, reliable and guided by clear principles, which also reflect our internal practices.

3. Sustainability in practices

3.1. Our internal practices

Environmental issues
Although our climate footprint is primarily by our ownerships and investments, we seek to reduce our internal CO2e-emissions. Being an enterprise Foundation with no production activities and facilities, we have no scope 1 emissions to report. We track and report our scope 2 emissions and have taken measures to be able to track scope 3 emissions in the future.

As air travel is a significant part of our CO2 footprint, we seek to limit unnecessary travel and use high quality carbon offsetting to compensate for air travel that we deem necessary in our activities. We have also taken actions to encourage our employees to transition to electrical vehicles for work related transportation.

Social issues
The employees of the Foundation represent different genders, educational backgrounds, experiences, ages, and nationalities. We see our differences as a source of innovation and quality assurance and we want to foster an environment where our employees thrive.

We regularly conduct employee engagement surveys to track wellbeing and progress. Employee remuneration is based on market benchmarking based on external data to ensure fairness in our structures. We also disclose diversity data in our annual reporting.

Governance
Our governance structure is based on four core principles: Compliance, independence, transparency, and checks & balances.

We annually review our governance vis-à-vis Denmark’s two sets of official ‘Recommendations; The Recommendations on Foundation Governance, which applies to enterprise foundations and the Recommendations on Corporate Governance, which applies to listed companies. We disclose and explain all potential cases of divergence and strongly oppose all kinds of corruption and violations of human rights and avoid partners and vendors etc. that do not adhere to these values.

3.2. Good R&D practise

We consider animal experiments and clinical trials instrumental in the advancement of scientific discoveries and the development of new medicines. The Foundation is not directly engaged in scientific experiments but expects all grant recipients, direct investments and ownerships to comply with the principles of ‘Good Research Practise’ set forth by the Medical Research Councils.

With regard to the use of animals in research, the Foundation expects its partners and recipients to actively support the 3Rs (replacement, reduction & refinement) in their approach to animal-based research and assume responsibility for ensuring that all animal experiments conducted at Danish or foreign institutions comply with the national rules and legislation.

With regard to clinical trials, we expect our partners and grant recipients to conduct all trials and clinical research activities in accordance with national laws, international conventions, as well as international ethical and human rights principles. These principles respect the rights, integrity, and dignity of all participants - to ensure their safety and well-being.

With regard to our philanthropic grants and activities, our aim is to support projects of high scientific standard and we believe that scientific research data should be reproducible. We also believe that scientific leaders should engage themselves in building the next generation of scientific talents and invest time in talent development and diversity and inclusion. We also take active measures to ensure an inclusive and non-biased application, screening and selection process.

3.3. Responsible investment and ownership

The Foundation consider ESG-performance when evaluating the attractiveness of new financial investment cases and exclude investments in companies which produce controversial weapons or tobacco.

Financial investments are screened biannually through an independent third party ESG rating and analytics firm to assess compliance with ESG-standards or breaches of exclusion criteria. We expect our external financial managers to have high ESG-standards.

We encourage our strategic ownerships and direct investments to pursue an ambitious sustainability agenda and use our Board representation to push the agenda further.

Overall, we expect our strategic ownerships to show;
•    A commitment to UN Global Compact
•    A sustainability and ESG strategy which is tracked and reported regularly
•    A commitment to innovation and the people and talent agenda
•    Active measures to track impact and performance across relevant environmental, social and governance (ESG) factors.

We acknowledge that sustainability efforts must be proportional to company size, resources and maturity level and therefore seek to balance our push for sustainability considerations with company maturity through a proactive approach combining guidance, policies, advisory and resource allocation.

4. Reporting

We track and report our progress on sustainability through our annual sustainability report and our biannual ‘Communication of Progress’ report to UN Global Compact. We also con-duct a specific ‘Sustainability Review’ once per year with our Board of Directors.

Approved by the Board on 12 March 2025

Investment policy

The objective of the Lundbeck Foundation’s investing activities is threefold:

to ensure cash reserves to fund the Lundbeck Foundation’s long-term ownerships
to keep the Lundbeck Foundation’s grant allocation activities at a stable level each year
to add value for research, patients, and society in general

The Lundbeck Foundation’s investing activities are spread across three areas of investment:

Strategic investments are related to the Lundbeck Foundation’s role as a long-term owner of healthcare enterprises with the potential to become global leaders. Today, these comprise H. Lundbeck, ALK, Falck, Ferrosan Medical Devices, Ellab and WS Audiology.
�鶹�� BioCapital deals with the Lundbeck Foundation’s direct investments in biotech both in Denmark and internationally.
�鶹�� Invest handles the Lundbeck Foundation’s financial and alternative investing activities (in forests, property, etc.).

The Lundbeck Foundation’s investing activities are diversified. This primarily entails diversification within asset classes, i.e. cash and cash equivalents, government bonds, corporate bonds, shares and real assets. The investing activities are subject to limitations on concentration per geographical area and within certain industries, such as pharmaceuticals. The objective of this diversification is to deliver stable positive returns with moderate risk.

Learn more about our three investment areas here.

All investments must adhere to the Lundbeck Foundation’s values, objectives and CSR, as set out in the annual report. Furthermore, both investment processes and investments themselves must be sustainable. Companies in which the Lundbeck Foundation is represented on the board must strive to comply with corporate governance rules.

The Lundbeck Foundation does not invest in the tobacco and arms industries, that violate international agreements. Investments are assessed twice annually against the ESG (Environmental, Social and Corporate Governance) profile.

Tax Policy

Tax policy

With its substantial grants for biomedical sciences research and controlling interests in three of Denmark's largest companies, the Lundbeck Foundation is one of the country’s largest commercial foundations. Consequently, the Foundation is of huge significance to Denmark’s social and economic development and has an immense social responsibility.

For these reasons, we aim to be open, transparent and responsible in all aspects of our organisation. In 2015, we were the first commercial foundation in Denmark to take steps to draw up and publish a tax policy. Our tax policy does not only apply to the Foundation itself. It creates a framework for our three subsidiaries — H. Lundbeck, ALK and Falck — all of which have also published their tax policies on their websites. The tax policy is based on four principles, and you can read about it here:

Download Tax Policy

Lundbeck Foundation’s Tax Policy

Introduction

With substantial contributions to Danish research and ownership of significant Danish corporations, Lundbeck Foundation has considerable influence on social and economic development in Denmark. For us, such influence comes with a high level of responsibility. Also, when it comes to tax.

The tax paid by corporations and foundations has come under increased focus in recent years. The distinction between legal tax optimisation and illegal tax evasion has evolved into a debate on the ethics of corporate tax deductions and the lack of transparency in corporate tax affairs.

This document intends to make our position and policy on tax clear.

Furthermore, the Lundbeck Foundation has adopted the pension sector’s Tax Code of Conduct which contains a common set of principles and recommendations for responsible tax behaviour regarding unlisted investments made via external asset managers.

The Tax Policy is reviewed annually.

The Board of Directors approved this Tax Policy on 12 March 2025.

Taxation of Foundations

The Lundbeck Foundation is liable to tax on profits, as is the case for Danish limited companies. The Foundation is also subject to the Danish Foundation Tax Act, which allows deductions for grants and donations.

Scope of the Tax Policy

This Policy applies to The Lundbeck Foundation and its subsidiaries . For the purposes of this Policy, tax encompasses all forms of direct and indirect taxes, as well as other fiscal allowances that resemble a tax, levied on the Foundation and its subsidiaries. Taxes collected on behalf of tax authorities throughout the world are also included.

Purpose of the Tax Policy

The Lundbeck Foundation is guided by a clear commitment to making a positive impact on society and demonstrating a high level of responsibility. To us, this means that the Foundation is a responsible taxpayer. We fulfil all tax obligations applicable to our activities and work to minimise tax risks. Engaging in any form of tax evasion is not permitted. The Foundation must always comply with current legislation in the jurisdictions where our activities are carried out. Any assessment of compliance will always be based on the intention of the law in question. Our investments are diverse and extensive. To ensure accountability for all our decisions and transactions, all key issues – including tax – must be carefully considered before we proceed with transactions and investments.

Governance

The Board of Directors holds the ultimate responsibility for all tax matters at the Lundbeck Foundation. The Board of Directors defines the Foundation's policy on tax. The CEO is accountable for compliance with this policy across all activities, retaining full responsibility even when delegating tasks. The responsibility for implementing the policy in the subsidiaries of the Foundation lies with the respective subsidiaries. We engage external advisors to assist where our own teams do not have the relevant expertise. External advisors are also drawn upon for significant transactions, decisions involving critical tax considerations, or where material uncertainty exists regarding the interpretation of tax laws and regulations.

We report to the Board of Directors about the tax matters of the Foundation, the tax risks and adherence to this Policy.

Transparency

In all governance matters, we run transparent operations, including our approach to tax matters. We communicate openly about tax management, the Foundation’s corporate tax payments and the effective tax rate.

We welcome any inquiries related to tax matters and encourage direct communication with us. Additionally, we provide employees, the employees in our subsidiaries, and other related to the Foundation with the opportunity to raise or report any concerns, including tax related concerns, confidentially through our whistle-blower system.

Our attitude to tax planning

When making investments and placing our activities, our primary focus is always commercial, and all tax planning takes place in that context. This means that we place our activities and investments where they make good business sense and allow us to compete on equal terms in the industry.

Furthermore, we apply the arm’s length principle to all intercompany transactions, in line with applicable best practice guidelines, unless legally required to apply other pricing mechanisms.

We have defined four principles that apply to all our activities and help guide our decision making in all matters relating to tax planning:

1.     We will only engage in structures which have commercial substance and will not engage in artificial or opaque structures that are intended for tax avoidance or for making beneficial owners unidentifiable.
2.     We will not utilise aggressive tax planning and jurisdictions to avoid taxes on activities which take place elsewhere. Entities which are based in low, or zero rate jurisdictions exist for substantive and commercial reasons or to avoid double taxation.
3.     When assessing the value of new or acquired activities, we always consider their effect on the reputation of the Foundation and its subsidiaries. Particularly in cases where existing activities are placed outside Denmark.
4.    Governments often implement tax incentives encouraging companies to increase investments to stimulate growth or to create jobs. We will use available incentives and tax reliefs where they apply in areas where we have business substance and where this is the legislators’ intention with the rules.

Tax risk management

Tax risks may take on several forms including compliance, financial, reputational, operational and political risks.
We work to minimise tax risks.

The Foundation operates a risk management framework to create stable growth. In determining the appropriate risk response, we maintain a low level of acceptable risk to comply with our obligations to report and pay taxes on a timely basis.

The risk assessment and management of tax risks are carried out both at Foundation, subgroup and entity level. The Foundation mitigates significant risks to what it considers to be an acceptable level.

Regular communication is maintained with relevant internal stakeholders and external advisors to ensure tax risks are effectively monitored and addressed in alignment with other business risks. This collaborative approach enables us to understand and adapt to society’s evolving tax-related expectations and impacts.

Engaging with tax authorities

We engage in dialogue with national tax authorities, both in Denmark and internationally. In cases where interpretations of laws and regulations materially differ, we seek to clarify significant matters by contacting the relevant tax authorities and requesting a binding ruling, or similar guidance.

When disagreements with tax authorities cannot be resolved through dialogue, we pursue resolution through tax tribunals or courts to ensure that appropriate practices are determined and implemented. We are committed to providing all relevant information reasonably required to assess the positions of the Foundation and its subsidiaries.

Additionally, we make ourselves available to provide assessments of the consequences of tax measures when requested by the authorities to ensure compliance and foster mutual trust.

Approved by the Board of Directors 12 March 2025

Remuneration Policy

Remuneration Policy for �鶹�� and Lundbeckfond Invest A/S (together ‘the Foundation’)

1 Introduction & Purpose

This remuneration policy (the “Policy”) describes the framework and practice for the remuneration of Board of Directors and employees in two legal entities; �鶹�� (LF) and Lundbeckfond Invest A/S (LFI). The policy creates the framework for both entities which together are referred to as the Foundation and comprise a very broad range of activities; Business ownership, financial asset management, direct biotech investments, grants activities for scientific research etc. The different activities are grouped in one organisation, and the two legal entities have identical Board of Directors (the “Board”), CEO and Leadership Team (LT).

The remuneration policy applies to all employees in the Foundation and the purpose is to define the framework for remuneration ensuring that:
a)    The Foundation can attract, develop, motivate and retain qualified employees, including members of the Board, CEO and the LT.
b)    Remuneration components support the Foundation’s short-term and long-term objectives.
c)    Interests of the CEO and Leadership Team converge with the interests of the Foundation.
d)    Remuneration practice in the Foundation takes into consideration market practice as well as recommendations for good corporate governance and foundation governance.
e)    Transparency is provided to the Foundation’s stakeholders.

2 General Remuneration in The Foundation

Remuneration in the Foundation consists of four components, i.e.
-    fixed base salary (applies to all)
-    performance based incentives (applies to selected employees)
-    company pension contribution (applies to all)
-    other benefits in kind

The term Total Compensation is used as the aggregate value of the four remuneration components.

2.1 Remuneration components

Fixed base salary is the dominant component in the remuneration in the Foundation. The level is defined by the role and position of the individual employee, who will fulfil objectives and responsibilities as agreed with his/her superior, and thereby contribute to realising the Foundation’s strategy while adhering to the Foundation’s cultural values and leadership principles. Benchmarks from the talent pool and peers in Denmark are used for guidance regarding the level of fixed base salary, but other factors such as education, professional experience and competencies etc. are also considered. Further, attention is given to the principle of equal pay for equal jobs when deciding on salary levels.

The fixed base salary will be competitive, taking total compensation into consideration, but not excessive. No maximum salary levels apply. Fixed base salary is reviewed once a year and may be adjusted accordingly. Fixed base salary is paid in cash only.

Performance based incentives is used in accordance with market practice for further motivating, rewarding and driving the right behaviour and performance. The incentive structure in the Foundation includes four different programmes:

a) An annual bonus programme for the CEO (‘CEO bonus’). In line with the recommendations for Foundation governance, the CEO is primarily paid a fixed base salary but in addition also offered a short-term incentive programme to ensure alignment between the CEO’s remuneration and the long-term development of the Foundation Group, which comprise a broad range of commercial and philanthropic activities. The bonus is based on several elements, including the financial results of the subsidiaries and the financial investment activities. The incentive is capped as a percentage of the annual fixed base salary. Settled bonus is paid in cash.

b) An annual/short term incentive programme (‘STIP’) applicable to selected managers/employees across the organisation. The purpose of the incentive is to create an incentive for participants to go the extra mile in the strategy execution and to ensure market conformity for the remuneration of employees in key positions. The pay-out is settled once a year, based on pre-defined performance criteria (KPIs) and business behaviour. In case of misconduct the CEO can decide to reduce or cancel bonus settlement regardless of performance.

c) Strategic Ownerships Incentive Programme for investment professionals working with strategic investments. The purpose of this incentive is to ensure participants’ attention on value creating of the strategic portfolio. A shared bonus pool is defined once a year based on rolling last five years’ performance. The incentive is capped as a monetary value, based on the role and position of the participants. Settled bonus is paid in cash.

d) Invest Incentive Programme for investment professionals working with financial investments. The purpose of this incentive is to ensure participants’ attention on creating a high and stable revenue from the investment activities and to align with market practice for asset Management professionals to attract and retain qualified resources. A shared bonus pool is defined once a year based on rolling last four years’ results. The incentive is capped as a monetary value, based on the role and position of the participants. Settled bonus is paid in cash.

e) BioCapital Incentive Programme for investment professionals working with the direct biotech investments. The purpose of this incentive is to ensure participants’ focus on financial value creation from equity investments and to align with market practise for investment professionals in this sector. A shared bonus pool is defined based on the financial return of the portfolio for a rolling period of six years. The incentive is capped as a monetary value based on the role and position of the participants. Settled bonus is paid in cash.

Performance based incentives are subject to claw back. Claw back comes into effect if bonus has been paid out based on information which has subsequently proven misstated or inaccurate and if the beneficiary has actively or passively acted in bad faith.

Company pension contribution provides employees with pension payments for retirement and a basic financial cover in case of critical illness, loss of employability or death. In general, employees are covered by mandatory defined contribution plans with a pension insurance company to which the Foundation and the employee jointly contributes. An amount of 14% of fixed base salary is paid by the Foundation and 5% of fixed base salary is paid by the employee. Historical arrangements do exist where employees are paid pension contribution as a cash allowance.

Other benefits in kind includes health insurances, health checks and customary employment benefits such as mobile phone, broadband connection at home etc. Further, members of LT and selected employees are offered a cash transport allowance. Only the CEO has a company paid car.

Situational benefits, such as maternity/paternity leave are also offered to employees. In extraordinary cases, relocation allowance may also be relevant, e.g. when recruiting a non-resident candidate.

If the CEO or an LT member serves as Board member in his/her capacity as employee of the Foundation, the board fees, value of warrants or other compensation elements will be deducted in such member’s base pay.

2.2 Process

Once a year following the annual performance and appraisal dialogues, the individual’s total compensation may be adjusted. Target performance is used for such considerations if any incentive scheme applies.

With regard to STIP, the bonus settlement is dependent on the individual’s conduct i.e. business behaviour, compliance with the Foundation’s business processes and values, which is reviewed in the annual development discussions.

3 Remuneration of the CEO and the Leadership Team (LT)

The remuneration to the CEO and members of the Leadership Team is intended to ensure the Foundation’s continued ability to attract and retain qualified members with the desired competencies within specific key areas, and to ensure the fulfilment of the Foundation’s strategic journey.

3.1 Remuneration components for CEO and LT

Remuneration Component	Applies to
Fixed base salary	All
Performance based incentives CEO bonus STIP Invest Incentive Programme BioCapital Incentive Programme	CEO All members of LT excluding the CEO Only SVP Invest Only SVP BioCapital
Company pension contribution	All
Customary employment benefits	All
Other benefits Company car Transport cash allowance	CEO All members of LT excluding the CEO
Termination and severance payments	The Foundation can terminate members of LT with 9 months’ notice . The Foundation can terminate the CEO with a 24 months’ notice. The Foundation has no contractual obligations regarding the use of severance payments for CEO and LT.

3.2 Process

The remuneration to the LT is reviewed on an annual basis. The Board’s Chairmanship decides any adjustment to the Total Compensation level, based on input from the CEO and benchmarks when applicable. With regards to the CEO’s compensation the Board decides based on input from the Chairmanship. The fixed base salary is then adjusted accordingly to change the total compensation level.

4 Remuneration of the Boards

The remuneration to members of the Boards is based on fixed remuneration only in line with the recommendations of foundation governance. No performance based incentive or other variable remuneration is offered to members of the Boards.

4.1 Remuneration Components

All ordinary Board members receive a fixed annual base fee.

The Chair receives 3 x annual base fee, while the Deputy Chair receives 2 x annual base fee.

Further, the members of the Investment Committee and the Grants and Prizes Committee receives an additional committee member fee of 1.2 x the annual base fee of LF. The chair of a committee receives 1.5 x the committee fee. Furthermore, members of the Grants and Prizes Panel receive an annual fee.

No additional fee is paid to Board members to cover travelling, accommodation, etc. Instead, Board members are reimbursed for direct costs associated with the Board work.

No pension schemes are included in the remuneration to the Boards and no special termination terms apply to the Board members in the event of resignation from the Board. There are no special retention or redundancy schemes for the Board Members.

In addition to the Board fee received from LF and LFI, a Board member may also serve as a Board member of a strategic ownership. Such board fees are additional to the fee paid by LF and LFI.

Board members of LF and LFI who are employee elected representatives of strategic ownerships (subsidiaries), are not restrained from receiving variable remuneration from that specific position.

4.2 Process

Board fees are reviewed by the Board itself on annual basis and any change is based on appropriate benchmarks.

5 Governance and practice

Remuneration decisions in the Foundation, such as salary adjustments, bonus settlements, etc. is always grandparent approved. Due to the organisational size of the Foundation, the CEO usually acts as grandparent.

In case of remuneration decisions regarding members of the LT, the Chairmanship acts as grandparent and in case of the CEO the Board acts as grandparent. In general, the CEO is accountable for the Foundation to comply with the remuneration policy and to bring any deviances forward to the Board.

The Board can decide to deviate from the policy to the extent the deviation is legally acceptable under applicable law.

5.1 Reporting and review of remuneration

The CEO will provide the Chairmanship with an overview of paid remuneration to the LT as a minimum once a year. The overview will include members of the LT as well as senior employees in the investment teams, dependant on the nature and value of incentive schemes. Further, considerations on gender diversity in the Foundation are included.

At least every third year, the CEO prepares a discussion with the Chairmanship on current incentives, including historical pay-outs and considerations of the fit-for-purpose, regarding future short-term and long-term objectives for the Foundation.

The remuneration policy is updated on an annual basis.

6 Effective date and publication

The policy is effective from the date of the Board approval and is made available on the Foundation’s website.

Approved by the Board, 12 March 2025.

Distribution Policy

(Danish only)

�鶹��s uddelingspolitik

Introduktion

I henhold til �鶹��s fundats § 4b har fonden to formål:

At sikre og udbygge Lundbeck-koncernens virksomhed
At foretage uddelinger til de i fundatsens § 6 nævnte formål

Som konsekvens af Erhvervsfondsudvalgets anbefalinger, opdeles fondens uddelingsformål i følgende typiske hovedkategorier:

Sociale Formål
Forskning
Kultur
Stifterfamilien
Medarbejdere i koncernen
Dattervirksomheder

De i § 6 beskrevne uddelingsformål kategoriseres på følgende vis:

§ 6 a)

Fonden kan uddele legater til descendenter efter legatstifterens og dennes ægtefælles forældre. (Stifterfamilien)

§ 6 b)

Fonden kan yde støtte til og i øvrigt foretage uddelinger til fordel for nuværende og tidligere medarbejdere i Lundbeck-koncernen, herunder til uddannelse, til ferier og til ferieformål. I det omfang der ikke i det konkrete tilfælde er behov for at uddele på et andet tidspunkt af året, sker sådanne uddelinger én gang årligt på den afdøde fabrikant Hans Lundbecks fødselsdag den 20. juli. (Medarbejdere i koncernen)

§ 6 c)

Fonden kan uddele hæderspriser til læger, videnskabsmænd og andre. (Forskning)

§ 6 d)

Fonden kan yde støtte til videnskabelige formål, fortrinsvis specielle opgaver. (Forskning)

§ 6 e)

Fonden kan støtte specielle forskningsopgaver inden for Lundbeck-koncernen. (Dattervirksomheder)

§ 6 f)

Fonden kan yde støtte til hospitaler og til bekæmpelse af sygdomme. (Forskning)

§ 6 g)

Fonden kan støtte uddannelse i videste forstand, eventuelt som rentefrie lån. (Forskning)

§ 6 h)

Fonden kan uddele legater til sygeplejersker. (Forskning)

§ 6 i)

Fonden kan anvende indtil 3% af årets overskud før skat med fradrag af ikke-udloddet overskud i dattervirksomheder og associerede virksomheder, herunder LFI A/S, til understøttelse af gamle og/eller syge samt trængende. (Sociale Formål)

§ 6 j)

Fonden kan støtte andre af bestyrelsen bestemte formål. Støtte til sådanne andre formål må dog i et kalenderår kun udgøre op til 25% af årets samlede uddelinger. (Alle hovedkategorier)

Bestyrelsen har det overordnede ansvar for fondens uddelinger. Bestyrelsen har besluttet, at ovenstående formål hovedsageligt skal opfyldes gennem uddelinger til støtte af forskning inden for sundhedsvidenskab, der fører til øget forståelse af hjernen og til bedre forebyggelse, diagnosticering og behandling af hjernesygdomme. Uddelinger til støtte af forskning sker hovedsageligt gennem åben konkurrence på basis af ansøgninger indsendt efter opslag. Der kan dog også gives bevillinger uden opslag.

Fonden opererer primært med følgende typer af bevillinger:

Personlige forskningsbevillinger inden for sundhedsvidenskab med fokus på bevillinger, der fører til øget forståelse af hjernen og til bedre forebyggelse, diagnosticering og behandling af hjernesygdomme
Strategiske/tematiske forskningsbevillinger inden for sundhedsvidenskab, der fører til øget forståelse af hjernen og til bedre forebyggelse, diagnosticering og behandling af hjernesygdomme.
Priser til fremragende forskere
Bevillinger til forskningsformidling og undervisning inden for STEM fra gymnasieniveau og opefter

Udvalg og paneler

Til at facilitere uddelinger inden for de førnævnte områder har fonden følgende stående udvalg, paneler og komiteer, som fungerer som rådgivende, indstillingsgivende og i visse tilfælde udmøntende organer for fondens bestyrelse.

Forsknings- og prisudvalget (FPU)

Bestyrelsen har nedsat et forsknings- og prisudvalg (FPU) bestående af forskningskyndige, fundatsvalgte medlemmer af fondens bestyrelse. Udvalget bistås af den adm. direktør og forskningsdirektøren, som dog ikke er medlemmer af udvalget. FPU har overordnet ansvaret for at følge implementeringen af den til enhver tid gældende strategi for fonden på uddelingsområdet og rådgiver bestyrelsen i forhold til forskningsstrategiske og -politiske emner. Den fulde beskrivelse af ansvar og opgaver fremgår af kommissoriet for FPU.

Endvidere er der en række paneler, der understøtter arbejdet med de uddelingsrelaterede aktiviteter. Det drejer sig om følgende:

Internationaliseringspanelet
Talentpanelet
Grants & Prizes Panel
Selection Committee for The Brain Prize
Scientific Enrichment Prize Panel

Formål og opgaver for hvert af disse paneler er beskrevet i selvstændige governance-dokumenter, der godkendes af bestyrelsen på årsbasis.

Målsætninger for fondens uddelinger

Målet for fondens uddelinger er at opfylde fondens strategi forankret i fundatsens § 6.

Kompetencefordeling

Forskningsdirektøren varetager den daglige ledelse af afdelingen ’Grants & Prizes’, både i forhold til implementering af uddelingsstrategien og personaleansvar.

Bestyrelsen beslutter fondens uddelinger og bærer ansvaret for disse. Udmøntningen af bestyrelsens uddelingsbeslutning kan dog uddelegeres til et panel/en komité via et bevillingsmandat.

Approved by the Board, 12 March 2024.

Communications Policy

An effective, coherent and targeted external and internal communication strategy is essential for the Lundbeck Foundation (hereafter referred to as 'the Foundation') to implement its strategy and position itself as an attractive partner and workplace, as well as a competent provider of grants, owner and investor. Additionally, openness and transparency in the Foundation’s communication with the public are fundamental aspects of the Foundation’s strategy and value creation, with ‘Active public voice’ being one of five value flags.

1. Principles

The following principles outline the general guidelines for how the Foundation approaches and handle its communication.

Openness and transparency
Openness and transparency are key values for the Foundation, which has long been recognised as one of Denmark’s most open and transparent foundations. This applies across all areas of activity, including the Foundation’s long-term value creation, the types of projects eligible for grants, and the Foundation’s approach as an engaged owner and active investor. Where possible, and where it does not conflict with other considerations – such as the Foundation’s ownership of publicly traded companies – transparency will always be a central and weighty priority. Regulatory obligations related to securities law will always take precedence.

Collaboration with the media
A strong and constructive collaboration with the Foundation’s stakeholders and partners is crucial to the Foundation’s work and contributes to the realisation of its strategy. In addition to the mentioned focus on openness and transparency, this also requires the Foundation to adopt a welcoming approach to working with the media – both in terms of editorial content and public debate, including cases where the Foundation is subject to criticism. Proactively engaging both internal and external media in the execution of the Foundation’s mission is a key element of its communication strategy. External media should therefore be met with openness and professionalism, and media inquiries should be responded to within a reasonable timeframe. At the same time, it must be ensured that the information and messages communicated by the Foundation are accurate and precise.

Dissemination and sharing of knowledge
With its 2030 strategy, ‘Bringing Discoveries to Lives,’ the Foundation has articulated a clear focus on the brain. This includes both the dissemination of new research findings and the communication of new knowledge about the brain to the broader public. The Foundation also continuously shares knowledge about the projects it supports and strives to do so in accessible language for the wider science- and health-interested audience in Denmark.

Strategic focus: Active public voice
The Foundation’s 2030 strategy includes the value flag ‘Active public voice,’ which reflects the Foundation’s ambition to help shape the public agenda in Denmark within selected, relevant areas. Specifically, the Foundation has identified three key topics for its external voice – ‘Brain health’, ‘Conditions for research’, and ‘The foundation model as an ownership model’ – where it seeks to contribute constructively with nuanced perspectives, expert knowledge and relevant insights.

2. Target audiences

In its communication efforts, the Foundation engages with a broad range of target audiences. While the Foundation’s communication primarily addresses audiences in Denmark, important international communication tasks also exist, particularly in relation to The Brain Prize, Neurotorium, and the Foundation’s BioCapital portfolio, which target audiences outside Denmark.

The Foundation’s communication is particularly directed toward stakeholders and partners within its ownership and investment activities, including the healthcare industry and the biotech investment community, as well as actors interested in the Foundation’s support for research and neuroscience. This includes both potential applicants for the Foundation’s grants and people working at Danish research institutions and universities. Furthermore, the broader science- and health-interested public, along with relevant political decision-makers, constitute important target audiences for the Foundation.

3. Roles and responsibilities

The CEO establishes the overall framework and goals for the Foundation’s communication efforts in collaboration with the SVP Corporate Affairs and the Head of Communications.

The CEO and the Leadership Team represent the Foundation publicly through media interviews and similar engagements (e.g., speaking at relevant conferences). The CEO is the primary spokesperson on all matters related to the Foundation’s overarching purpose, objectives and strategy. However, members of the Leadership Team and the Head of Communications may, in specific cases and by prior agreement with the CEO, represent and speak on behalf of the Foundation within their respective areas of responsibility and/or specific themes. The most suitable representative from the Leadership Team will always be chosen for each specific situation.

The SVP Corporate Affairs holds overall responsibility for the Foundation’s communication activities and strategy, which is developed in collaboration with the Head of Communications. The Head of Communications then prioritises ongoing efforts within the department and develops and implements a communication plan based on these priorities. This includes:

Communicating the Foundation’s strategy and value flags both internally and externally.
Ensuring optimal media coverage of the Foundation’s activities.
Identifying and mitigating reputational risks on critical areas of interest for the foundation.
Establishing relevant external networks that strengthen communication across the Foundation’s activities, including its ownerships.
Utilising new media, including social and digital platforms (e.g. AI) in the Foundation’s communication efforts.
Incorporating communication partners into the organisation, collaboration and execution of daily communication tasks.

The Board of Directors is generally not involved in the Foundation’s day-to-day communication. All media inquiries directed at the Board are referred to the Chair, who will only comment on behalf of the Foundation in exceptional cases, following prior consultation with the CEO and/or the SVP Corporate Affairs.

Foundation employees and leaders participate in the communication efforts as relevant, ensuring that the communications team is always kept informed of key events, developments, and relevant facts in advance.

All employees are responsible for ensuring that the Foundation’s communication aligns with this communication policy.

Employees must immediately inform the Head of Communications of any media inquiries. The Head of Communications is responsible for handling such requests, identifying the appropriate spokesperson, and, if necessary, informing the CEO and, in relevant cases, the Board.

Additionally, when engaging with the media – whether through interviews, sharing content, articles, or social media posts – all Foundation employees and leadership must act with due consideration and respect for the Foundation’s values and principles, as representatives of the organisation.

4. General guidelines for external communication

Any significant information about the Foundation that is shared with the public via the media should, as far as possible, be made available to the Foundation’s employees at the same time as its public release.

Matters concerning the Foundation and one or more of its strategic ownerships should, whenever possible, be handled in collaboration with the communication departments of the respective ownerships.

Confidential and/or sensitive personal information must not be shared or communicated publicly, externally, or internally without prior consent from the involved parties and agreement with the CEO – while also ensuring compliance with applicable regulations, including the General Data Protection Regulation (GDPR).

Approved by the Board, 12 March 2024.

Terms of reference

Terms of reference for the Investment Committee

1. Objectives

The Board of Directors of the Lundbeck Foundation has established an Investment Committee whose main objectives are:

-    to consider the basis for decisions and recommendations on investments that require approval by the Board of Directors,
-    to monitor the Foundation’s investment activities in accordance with the investment policy approved by the Board of Directors,
-    to approve investments within the framework of the investment policy, and
-    to provide guidance to the management on specific material investments and on market developments in general.

2. Tasks/responsibilities

Pursuant to the Lundbeck Foundation’s Statutes and the legal rules governing foundations, the Board of Directors has the overall responsibility for managing investments. The Board of Directors lays down the detailed guidelines for such investment management in the investment policy in force from time to time.

In cooperation with the CEO, the Investment Committee is responsible for:
- drafting the investment policy; and
- monitoring compliance with the investment policy and investment performance.

The CEO together with the SVP of Invest, the SVP of Strategic Ownerships and the SVP of BioCapital are responsible for carrying out the decisions of the Investment Committee and for overseeing the ongoing management and optimisation of the investment assets.

3. Composition and appointment of the Investment Committee

The Lundbeck Foundation’s Investment Committee consists of 3-5 members of the Foundation’s Board of Directors and usually includes members elected pursuant to the Statutes who have investment and/or business experience.

The members of the committee are appointed by the Board of Directors for a term of one year at a time, with the possibility of reappointment. The appointment takes place at the annual meeting of the Board of Directors and follows the normal term of office of the Board of Directors.

The chair of the Investment Committee is appointed by the Board of Directors of the Lundbeck Foundation. SVP Finance acts as secretary to the Investment Committee.

4. Frequency of meetings and attendance

As a general rule, the Investment Committee meets four times a year (February/March, May, August/September and November).

In addition to the members of the Investment Committee, meetings are attended by: (i) CEO, (ii) SVP of Invest, (iii) SVP of Strategic Ownerships, (iv) SVP of BioCapital and (v) SVP of Finance.

The agenda of the meetings of the Investment Committee must include:

-    General update on performance
-    Review of market developments and discussion of market outlook
-    Discussion of investment themes
-    Concrete investment cases
-    Potential investment cases (“High-potential targets”)
-    Preparation for the Board of Directors’ annual review of policies and mandates

6. Changes

The Board of Directors of the Lundbeck Foundation decides on the dissolution of the Investment Committee and any changes in the terms of reference of the committee.

Approved by the Fundation’s Board of Directors on 12 March 2025

Terms of reference for the Research and Prize Committee

(Only in Danish)

Kommissorium for �鶹��s forsknings- og prisudvalg

1. Formål

Bestyrelsen har nedsat et forsknings- og prisudvalg (FPU), hvis formål er at sikre den overordnede kvalitet i udmøntning af uddelinger og priser i henhold til �鶹��s værdiflag, herunder aktiviteter vedrørende The Brain Prize (TBP), samt at rådgive �鶹��s bestyrelse i forhold til sundhedsvidenskabelige, forskningsstrategiske og -politiske emner i henhold til fundatsen §6 (c,d,e,f,g,h).

2. Arbejdsopgaver/ansvarsområder

Bestyrelsen fastlægger hvert år udmøntningen af fondens uddelinger ved godkendelse af tilhørende kommissorier.

FPU har ansvaret for:

At følge implementeringen af kommissorier for virkemidler
At nye virkemidler godkendes og årligt forelægge den samlede grant portfolioen til godkendelse hos bestyrelse, som også godkender de overordnede budgetmæssige prioriteringer til virkemidlerne.
At nedsætte et Talentpanel og overvåge panelets arbejde. Talentpanelets sammensætning godkendes af bestyrelsen.
At bedømme og prioritere sundhedsvidenskabelige forskningsansøgninger som fastsat i bevillingsmandaterne, samt give indstillinger til fondens bestyrelse om anden forskningsstøtte og forskerpriser.
give.
At indstille modtagere af TBP til fondens bestyrelse.
At overse TBP Selection Committees og Advisory Boards arbejde.
At rådgive bestyrelsen i forhold til forskningsstrategiske og -politiske emner

3. Forsknings- og prisudvalgets sammensætning og udpegning

FPU består af 3 medlemmer. Udvalgets medlemmer udpeges af bestyrelsen blandt de fundatsvalgte medlemmer, som har forskningserfaring. Formanden for udvalget udpeges af fondens bestyrelse.

4. Udpegningsperiode

Medlemmerne af FPU udpeges for en periode på ét år med mulighed for genudpegning. Udpegelsen finder sted på bestyrelsens årsmøde og følger bestyrelsesmedlemmernes normale bestyrelsesperioder.

5. Bedømmelse af ansøgninger

FPU er sammen med forskningsdirektøren ansvarlig for at vurderingen af sundhedsvidenskabelige projekter og ansøgninger får den rette faglige bedømmelse i forhold til virkemidlets mål. Dette kan ske gennem fondens Talentpanel, Grants & Prizes Panel, Internationaliseringspanel eller i form af ad-hoc nedsatte bedømmerpaneler med videnskabelig ekspertise inden for et særligt område. Panelerne har selvstændige kommissorier og for Talentpanelet og Internationaliseringspanel også bevillingsmandater, der godkendes årligt af bestyrelsen. Forskningsdirektøren har ansvaret for, at der til enhver tid er en gruppe af eksterne ad hoc bedømmere med passende kompetencer til rådighed herfor.

Talentpanelet består af 11-15 internationalt anerkendte forskningseksperter uden anden tilknytning til fonden og med faglig ekspertise, som bedst muligt dækker det sundhedsvidenskabelige forskningsområde inden for hvilket bevillingen ønskes tildelt. Medlemmerne i panelet kan maksimalt sidde i panelet i seks år (3+3 år).

Grants & Prizes Panelet består af seks medlemmer, heraf FPU’s tre medlemmer samt tre eksterne medlemmer. Panelets eksterne medlemmer udpeges af bestyrelsen, og det tilstræbes, at halvdelen af panelmedlemmerne er udlændinge med komplementære kompetencer. Formanden for FPU er formand for panelet. FPU’s medlemmer udpeges for en periode på ét år med mulighed for genudpegning jf. reglerne for fondens fundatsvalgte medlemmer, mens de tre eksterne medlemmer udpeges for et år ad gangen med mulighed for genudpegning. De eksterne medlemmer i panelet kan maksimalt sidde i panelet i seks år.

Internationaliseringspanelet består af 2-3 medarbejdere i Grants & Prizes samt ét FPU-medlem per under-panel.

6. Bedømmelse af forskerpriser

Inden for den til enhver tid gældende ”Terms of Reference” varetager FPU bedømmelsen af indstillinger til fondens forskerpriser og afgiver indstilling til �鶹��s bestyrelse.

The Brain Prize

Selection Commitee’s (SC) virksomhed er fastlagt i ” Terms of Reference” for TBP og i den særlige instruktions-beføjelse for SC. FPU har på vegne af fondens bestyrelse ansvaret for udarbejdelsen af bestemmelserne for TBP samt at udarbejde og godkende instruktionsbeføjelsen for SC. FPU påser, at SC’s forslag er i overensstemmelse med bestemmelserne for TBP og indstiller SC’s forslag til modtagere af TBP til �鶹��s bestyrelse, som træffer den endelige afgørelse.

7. Forretningsorden

FPU fastsætter selv sin forretningsorden.

8. Sekretariat

FPU sekretariatbetjenes af Grants & Prizes.

9. Ændringer af kommissorium og nedlæggelse af udvalget

�鶹��s bestyrelse træffer beslutning om nedlæggelse og eventuelle ændringer i kommissoriet for FPU ved at beslutte dette på fondens bestyrelsesmøder.

Approved by the Board, 12 March 2024.