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Newron’s Board of Directors (the “Board”) and management are committed to high standards of corporate governance, including transparency and accountability towards its shareholders as well as equal treatment of all shareholders. This report explains how the leadership and the management of the Company are organized and provides background information on the Group’s executive officers and bodies, effective December 31, 2011. The report is based on the SIX Swiss Exchange Directive on Information relating to Corporate Governance, in force since July 1, 2009. The Swiss Code of Best Practice for Corporate Governance, in force since July 1, 2002, has also been taken into account, in particular Appendix 1 regarding the recommendations for remuneration levels published in 2007.
Group Structure and Shareholders Newron Pharmaceuticals S.p.A. (“Newron” or the “Company”) is a joint stock company (Società per Azioni or S.p.A.) organized under the laws of the Republic of Italy. Since April 17, 2002, it has been registered with the Chamber of Commerce in Milan, Italy, under the name “Newron Pharmaceuticals S.p.A.” and with its registered office and principal business office in Bresso (Milan), Italy. The operations of the Company focus on the discovery and development of pharmaceu tical products. Currently, the Company is not generating revenues from the sale of any commercial pharmaceutical product. The operations of the Company are managed by the Chief Executive Officer (CEO) together with the other members of the management team: the Chief Financial Officer (CFO), the Chief Medical Officer (CMO) and the Vice-President Strategic Marketing and Head of Legal Affairs. Related entities Newron Suisse SA is a joint stock company (Société anonyme/Aktiengesellschaft) organized under the laws of Switzerland. The company has been registered with the commercial register of the canton of Basel-Stadt, for an unlimited duration, under the name Newron Suisse SA, since September 13, 2007, and with registered office and principal business office in Basel, Switzerland. The company has a share capital of CHF 100,000, divided into 1,000 fully paid-in registered shares with a nominal value of CHF 100 each. All these shares are held by Newron Pharmaceuticals S.p.A. The operations of the company focus on the research and development, manufacturing and distribution of pharmaceutical products and services. The operations of the company are managed by Luca Benatti as General Manager (Geschäftsführer). Philippe A. Weber, Luca Benatti and Stefan Weber are members of the Board (Verwaltungsrat) of the company. Hunter-Fleming Ltd. is a limited company incorporated under the laws of England with its registered office and principal business office in Bristol, UK. The company has a share capital of GBP 222,044.64, divided into 22,204,464 ordinary shares of GBP 0.01 nominal value, each. All these shares are held by Newron Pharmaceuticals S.p.A. The operations of the company are managed by Luca Benatti and Stefan Weber as directors. The operations related to the development compounds of the company are taken care of by Newron Suisse SA and Newron Pharmaceuticals S.p.A. During 2002, Newron contributed EUR 26,000 to the capital of Consorzio Italbiotec (formerly Roberto Lepetit). The Consortium is a non-profit partnership. Its main objective is to promote research and development in the medical and pharmaceutical field. It also undertakes research and other projects for the benefit of the partners, who have joint control, as well as other interested parties. The management has decided not to consolidate the Company’s interest in the Consortium. Segment reporting The Company is in a development stage and its activities are sufficiently homogeneous to preclude the identification of reportable business or geographical segments. Group Structure and Shareholders – Newron Annual Report 2011 13
Page 1 and 2: Annual Report 2011
Page 3: Key Corporate Events Completion of
Page 6 and 7: Shareholders’ Letter Rolf Stahel
Page 8 and 9: Drug Portfolio Safinamide Adjunctiv
Page 10 and 11: Information for Investors Stock exc
Page 13: Corporate Governance
Page 17 and 18: To the best of Newron’s knowledge
Page 19 and 20: ight by the Company’s current sha
Page 21 and 22: Stock-based remuneration (stock opt
Page 23 and 24: Rolf Stahel has been the Chairman o
Page 25 and 26: Responsibilities and organization P
Page 27 and 28: Subcommittees The Board has formed
Page 29 and 30: Senior Management Members of the se
Page 31 and 32: Compensation, Shareholdings and Loa
Page 33 and 34: The total gross compensation and th
Page 35 and 36: Attendance and voting rights To att
Page 37 and 38: Auditors Upon proposal by the manag
Page 39: Information Policy Newron undertake
Page 42 and 43: Consolidated Statement of Income (I
Page 44 and 45: Consolidated Statement of Changes i
Page 46 and 47: Notes to the Consolidated Financial
Page 48 and 49: The following new standards, amendm
Page 50 and 51: (‘the functional currency’). Th
Page 52 and 53: P Share capital Ordinary shares and
Page 54 and 55: The Group did not enter into foreig
Page 56 and 57: sell of the property, plant and equ
Page 58 and 59: Other expenses increased by EUR 1,4
Page 60 and 61: 14 Intangible assets (In thousand e
Page 62 and 63: Government grants receivable includ
Page 64 and 65:
A summary of the granted options is
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Amounts recognized under staff cost
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29 Financial instruments by categor
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Auditors’ Report 68 Newron Annual
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Glossary Activities of Daily Living
Page 74 and 75:
In vitro A biological or chemical p
Page 76 and 77:
Product Candidate (or Clinical Comp
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Imprint Publisher Newron Pharmaceut
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