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Board of Directors<br />
Members of the Board of Directors<br />
The Company’s by-laws establish that the Board shall consist of a minimum of four (4) and a<br />
maximum of seven (7) members. As per December 31, 2011, the Board was comprised of five (5)<br />
directors. All of these directors were elected on April 28, 2011, for a three-year term expiring<br />
on the date of the shareholders’ meeting scheduled to approve <strong>Newron</strong>’s financial statements<br />
for the year ending December 31, 2013. All <strong>Newron</strong> Board members are due for re-election at<br />
the same time. Board members can be re-elected for an unlimited number of terms. In case of<br />
replacements of Board members, the replacing new members take over the mandate for<br />
the left period of the leaving member. The shareholders’ meeting elects the new members by<br />
individual vote.<br />
The following table sets forth certain information about the Company’s directors:<br />
Name Position Member<br />
since<br />
Rolf Stahel<br />
Luca Benatti<br />
Francesco Parenti<br />
Patrick Langlois<br />
Hanns Moehler<br />
Chairman, nonexecutive<br />
director<br />
Managing Director,<br />
CEO, executive<br />
director<br />
Non-executive<br />
director<br />
Non-executive<br />
director<br />
Non-executive<br />
director<br />
Relevant external positions<br />
2004 Former CEO of Shire Pharmaceuticals Group plc;<br />
non-executive BoD chairman of Connexios Life<br />
Sciences Pvt Ltd, Cosmo Pharmaceuticals S.p.A. and<br />
EUSA Pharma Inc.; executive BoD chairman of<br />
Chesyl Pharma Ltd; member of the Advisory Board<br />
of Imperial Business School, Imperial College London<br />
1998 Former Head of the Molecular Neurobiology<br />
Department at Pharmacia & Upjohn S.p.A.;<br />
non-executive BoD member of Erydel S.p.A.<br />
1999 Former Chief Scientific Officer of Vicuron Pharmaceuticals;<br />
partner and director in Livolsi & Partners<br />
2008 Former CFO and Vice-Chairman of the Management<br />
Board of Aventis; General Partner of PJL Conseils;<br />
BoD member of Shire Pharmaceuticals Inc., Scynexis,<br />
Nanobiotix and Exonhit Therapeutics<br />
2008 Vice-Director of Swiss National Center of Neuroscience<br />
Research, member of the Swiss Academy<br />
of Medical Sciences and the European Academy of<br />
Sciences; Professor em. University of Zurich and<br />
Swiss Federal Institute of Technology (ETH)<br />
Zurich<br />
None of the non-executive members of the Board as per December 31, 2011, was a member of<br />
<strong>Newron</strong>’s management in the three financial years preceding the current year. None of the<br />
Board members had significant business connections with the Company or its subsidiaries,<br />
unless mentioned below or in section “Compensation, Shareholdings and Loans”(page 29).<br />
None of the Board members exercises official functions or holds political posts.<br />
20 <strong>Newron</strong> Annual Report 2011