ANNUAL REPORT 2012 - TiGenix

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7.2. Compliance with corporate governance code 7.3. Internal control and risk management systems The Board of Directors complies with the Belgian Code for Corporate Governance, but believes that certain deviations from its provisions are justified in view of the Company’s particular situation. These deviations include the following : - Provision 6.1. of the Code : as there are only two executive directors (the Chief Executive Officer, or “CEO” and the Chief Business Officer, or “CBO”) and there is no executive committee (directiecomité / comité de direction), the Company has not drafted specific terms of reference of the executive management, except for the terms of reference of the CEO and CBO. - Provision 7.7. of the Code : only the independent directors shall receive a fixed remuneration in consideration of their membership of the Board of Directors and their attendance at the meetings of committees of which they are members. In principle, they will not receive any performance related remuneration in their capacity as director. However, upon advice of the nomination and remuneration committee, the Board of Directors may propose to the shareholders’ meeting to deviate from the latter principle in case in the board’s reasonable opinion the granting of performance related remuneration would be necessary to attract independent directors with the most relevant experience and expertise. The Board of Directors effectively proposed to the shareholders’ meeting to deviate from this principle and to grant warrants to the independent directors. On February 26, 2013, the shareholders’ meeting approved such deviation and the grant (subject to the issue by a shareholders’ meeting scheduled to be held on March 20, 2013) of warrants to the independent directors. Internal control and financial reporting The executive management is responsible for creating and maintaining adequate processes designed to control and asses the reliability of the financial reporting and the compliance with laws and regulations. The Company has established internal controls over the financial reporting in order to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with IFRS. Internal control policies aim to : - Pertaining the maintenance of records that reflect the transactions of the Company, - Ensuring the fair recording of the dispositions and assets of the Company, - Providing assurance that the expenditures of the Company are duly approved, - Ensuring the segregation of powers that prevent unauthorized transactions or fraud, and - Assessing the risk over deficiencies or material weaknesses in the procedures. Risk analysis Financial risk management involved primarily the following : - Capital risk : the Company’s group policy with respect to managing capital is to safeguard the Company’s group ability to 178 TiGenix I annual report 2012
continue as a going concern and to obtain over time an optimal capital structure; - Credit risk : creditors will be mainly public medical centers supported by the National Health Insurance; - Interest risk : the Company’s group is not subject to material interest risk; - Currency risk : the Company’s group may be subject to limited currency risk. The Company’s group has cash outflows in U.S. Dollars and Pound sterling for the operations of its U.S. and UK subsidiaries. The Company has no commercial revenues denominated in U.S. Dollars. The Company’s group reports in Euro and has tried to match foreign currency inflows with foreign cash outflows. The Company has not engaged in hedging of the foreign currency risk via derivative instruments; - Liquidity risk : the Company’s group aims to maintain adequate reserves and continuously monitors forecast and actual cash flows. The Company has soft borrowing arrangements with long term liabilities at December 31, 2012 and has no derivative instruments. 7.4. Shareholder structure To the best of the Company’s knowledge, based on the transparency declarations most recently received by the Company, the shareholders’ structure is as follows on the date of publication of this registration document : Shareholder Number of shares declared in transparency declaration % of shares at time of transparency declaration 1 % of shares (simulation) as per December 31, 2012 2 Novartis Bioventures Ltd. 5,534,905 6.04 % 5.52 % Roche Finanz AG 5,534,905 6.04 % 5.52 % Ventech SA 5,195,199 5.67 % 5.18 % Ysios Capital Partners SGECR 4,760,342 5.19 % 4.75 % LSP III Omni Investment Coöperatief, U.A. 4,445,053 4.85 % 4.43 % Mijnen NV 3,000,000 3.29 % 2.99 % Genetrix Life Sciences A.B. 2,581,501 2.82 % 2.57 % CX EBIP Agreement, SLU 3 1,905,144 2.08 % 1.90 % LRM NV 200,000 0.22 % 0.20 % Subtotal 4 33,157,049 33.06 % Other shareholders 67,131,537 66.94 % TOTAL 100,288,586 100 % 1 Percentages based on number of shares and denominator at time of transparency declaration. 2 Percentages based on number of shares at time of transparency declaration, but denominator as per December 31, 2012. 3 RCX EBIP Agreement SLU is the holder of the TiGenix shares to be delivered to the employees of TiGenix SAU under two equity based incentive plans issued by TiGenix SAU. 4 The above shareholders are acting independently, with the exception of : (i) Genetrix Life Sciences A.B. and CX EBIP Agreement, SLU, which are affiliated companies, and (ii) LRM NV en Mijnen NV, which are affiliated companies. 179
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ANNUAL REPORT 2012
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9. MAJOR SHAREHOLDERS 103 9.1. OVER
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There can be no assurance that TiGe
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educing their ultimate value to the
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eimbursement in certain instances s
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or the relevant manufacturing proce
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In recent years, it expanded its op
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making this change may be costly an
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TiGenix’s development stage produ
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qualified employees and consultants
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1. Introduction Annual report 2012
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2. Persons Responsible for the Cont
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4. Selected Financial Information Y
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5.3. ORGANISATIONAL STRUCTURE TiGen
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Date Transaction Number and class o
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Date Transaction Number and class o
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(12) The shares were subscribed to
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5.5. DESCRIPTION OF RIGHTS AND BENE
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Formalities to attend the sharehold
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amendments to the Articles of Assoc
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the existing shareholders have a pr
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Issue date Term Number of warrants
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6. Business Overview Most of the in
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6.2. COMPETITIVE STRENGTHS The Comp
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6.3. IMPORTANT EVENTS IN THE DEVELO
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6.3.5. Funding history Since its in
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non-weight bearing area of the join
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6.4.5. Commercial launch ChondroCel
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und Behandlungsmethode”) in sever
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Therapeutics (product Hyalograft C)
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Different routes of administration
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Clinical development In January 201
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evenues from this pipeline within t
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that the average cost of treatment
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TiGenix has obtained cGMP status fo
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Biologics for treatment of Rheumato
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of the patents and patent applicati
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- “Marker genes for use in the id
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manufacturing process and therapeut
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Invalidation of US patent US6777231
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7. Corporate Governance 7.1. GENERA
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7.2.3. Independent directors As to
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7.2.4. Composition of the Board of
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of Ravago NV, Vanbreda Risk & Benef
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Litigation statement concerning the
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As proof of the independence and an
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for their healthcare and biotechnol
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7.5. SCIENTIFIC ADVISORY BOARD AND
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As of the date of publication of th
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(rounded down to the nearest intege
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usiness at customary market conditi
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9. Major Shareholders 9.1. OVERVIEW
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10. Financial Statements : General
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11. Consolidated Financial Statemen
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11.3. CONSOLIDATED STATEMENT OF CAS
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The consolidated financial statemen
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11.5.2.2. Basis of consolidation Th
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are provided and costs are incurred
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of interest on the remaining balanc
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Deferred tax assets and liabilities
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- Partnering of Cx601 (i.e. finding
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The Group is mainly exposed to the
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fiscal year 2010, reference is made
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Page 133 and 134: (8) Disposal group held for sale Th
Page 135 and 136: (10) Property, plant and equipment
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Page 155 and 156: We believe that the audit evidence
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Page 161 and 162: 12.2. STATUTORY BALANCE SHEET 2010-
Page 163 and 164: The value of receivables is reduced
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Page 167 and 168: 2013. The facility will provide the
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Page 171 and 172: Operating result (EBIT) and net res
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Page 175 and 176: - The total personnel costs of EUR
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Page 189 and 190: - Long-term incentive plan : warran
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Page 195 and 196: actual bonus equal to 78 % of her p
Page 197 and 198: was reduced to a half-time role com
Page 199 and 200: 14. Business and Financial Update a
Page 201 and 202: Financial results for the full year
Page 203 and 204: 15. Available Documents The Company
Page 205 and 206: Title Country Application number Ce
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Page 209 and 210: Country Trademark Classes USA CELLE
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ANNUAL REPORT 2012 - TiGenix

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