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subcom mittee meetings usually take between half an hour and three hours. The subcommittees
have a predetermined annual agenda to ensure that important reviews take place at the
appro priate time throughout the year and they undergo a periodic self-review to ensure continued
effectiveness.
Members of senior management are regularly attending the Board and subcommittee
meetings to report on areas of the business within their responsibility, to present proposals
for decision and to participate, if requested by the Board, to the discussion prior to a vote
being taken by the Board.
Information and control instruments
The Board ensures that it receives sufficient information from senior management to perform
its supervisory duty and to make decisions that are reserved for the Board. The Board obtains
the information required to perform its duties through several means:
The members of the Board receive on a monthly to bi-monthly basis a comprehensive
manage ment report designed to provide them with an update on business activities in general
and relevant developments with regard to clinical trials and preclinical activities, the collaboration
with licensing partners, as well as on legal, business development and financial matters.
The reports are subject to discussion during the Board meetings, which senior management
regularly attends. With regard to the subcommittees as described below, the CEO is the main
contact to the members of the nomination and compensation committee, while the CFO
takes this function towards the members of the audit committee. Yet, decisions might be taken
by the members of the Board as well as each subcommittee without the attendance of senior
management, but following presentation of facts and discussion with senior management.
Members of the Board and the subcommittees usually do not participate in meetings of
senior management.
Management provides the Board annually with a consolidated financial budget for the
next business year for the parent company and the subsidiaries, and regularly, senior management
presents to the Board strategic considerations for review, discussion and decision.
The Board and the subcommittees closely follow the progress on the major activities, as
presented by management. Analysis of deviations are to be provided and explained in writing
on a monthly to bi-monthly basis, required action will be closely monitored via update phone
calls. Each member of the Board may demand information on any business of Newron’s affairs
and may inspect all books, business files and corporate documents.
On a quarterly basis, the Board of Statutory Auditors is updated as well, as required by
Italian law (see below). The permanent observation and control of the Company’s risks is a
management objective. For identified risks, mainly clinical development and financial risks,
a risk assessment is performed. Appropriate actions (including for example the performance
of additional preclinical or clinical studies, fund-raising activities etc.) are defined and executed
to minimize the risk. Management and Board of the Company during the Board meetings
review the identified risks, discuss and decide on the measures and reassess the situation
after an adequate period of time.
24 Newron Annual Report 2011