ANNUAL REPORT 2012 - TiGenix

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Practically all of the procedural phases of the appeal have been completed (filing of the claim, filing of the answer by the State Attorney, evidentiary phase, and closing submissions by both parties). Since November 28, 2012, the case is waiting for the court clerk to set a date for final vote and judgment. 80 TiGenix I annual report 2012
7. Corporate Governance 7.1. GENERAL PROVISIONS This chapter 7 summarises the rules and principles by which the corporate governance of the Company has been organised pursuant to Belgian Company law, the Company’s Articles of Association and the Company’s corporate governance charter. It is based on the Articles of Association as last amended by the meeting of the Board of Directors of December 27, 2012 and on the Company’s corporate governance charter as last updated as per January 15, 2013 following a decision by the Board of Directors of November 28, 2012. The Company’s corporate governance charter has been adopted in accordance with the recommendations set out in the Belgian Code on Corporate Governance (the “Code”) that has been issued on March 12, 2009 by the Belgian Corporate Governance Committee. Corporate governance has been defined in the Code as a set of rules and behaviours according to which companies are managed and controlled. The Code is based on a “comply or explain” system : Belgian listed companies should follow the Code, but can deviate from its provisions and guidelines (though not the principles) provided they disclose the justifications for such deviation. 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. The Board of Directors reviews its corporate governance charter from time to time and make such changes as it deems necessary and appropriate. The charter has been made available on the Company’s website (www.tigenix.com) and can be obtained free of charge at the registered office of the Company. 81
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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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Page 43 and 44: Issue date Term Number of warrants
Page 45 and 46: 6. Business Overview Most of the in
Page 47 and 48: 6.2. COMPETITIVE STRENGTHS The Comp
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Page 51 and 52: 6.3.5. Funding history Since its in
Page 53 and 54: non-weight bearing area of the join
Page 55 and 56: 6.4.5. Commercial launch ChondroCel
Page 57 and 58: und Behandlungsmethode”) in sever
Page 59 and 60: Therapeutics (product Hyalograft C)
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Page 63 and 64: Clinical development In January 201
Page 65 and 66: evenues from this pipeline within t
Page 67 and 68: that the average cost of treatment
Page 69 and 70: TiGenix has obtained cGMP status fo
Page 71 and 72: Biologics for treatment of Rheumato
Page 73 and 74: of the patents and patent applicati
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Page 77 and 78: manufacturing process and therapeut
Page 79: Invalidation of US patent US6777231
Page 83 and 84: 7.2.3. Independent directors As to
Page 85 and 86: 7.2.4. Composition of the Board of
Page 87 and 88: of Ravago NV, Vanbreda Risk & Benef
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Page 93 and 94: for their healthcare and biotechnol
Page 95 and 96: 7.5. SCIENTIFIC ADVISORY BOARD AND
Page 97 and 98: As of the date of publication of th
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Page 101 and 102: usiness at customary market conditi
Page 103 and 104: 9. Major Shareholders 9.1. OVERVIEW
Page 105 and 106: 10. Financial Statements : General
Page 107 and 108: 11. Consolidated Financial Statemen
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Page 119 and 120: Deferred tax assets and liabilities
Page 121 and 122: - Partnering of Cx601 (i.e. finding
Page 123 and 124: The Group is mainly exposed to the
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Page 127 and 128: Sales and marketing expenses Years
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Analysis of profit/(loss) for the p
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(8) Disposal group held for sale Th
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(10) Property, plant and equipment
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The decrease of stock in 2012 compa
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dividends will be based upon the Co
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alance. As a consequence, the Compa
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(23) Other current liabilities The
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TiGenix SAU - Stock options Prior t
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(25) Business combination Descripti
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(26) Related party transactions Tra
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(28) Commitments and contingencies
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(30) Consolidation scope Name Subsi
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We believe that the audit evidence
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assets and liabilities, its financi
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the results of its operations and c
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12.2. STATUTORY BALANCE SHEET 2010-
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The value of receivables is reduced
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13. Annual Report of the Board of D
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2013. The facility will provide the
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year ended December 31, 2011, and T
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Operating result (EBIT) and net res
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Statement of financial position The
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- The total personnel costs of EUR
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- TiGenix may fail in successfully
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continue as a going concern and to
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Functioning of the Board of Directo
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The nomination and remuneration com
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Apart from the above remuneration f
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Shares and warrants held by indepen
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- Long-term incentive plan : warran
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Shares and warrants held by executi
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- identifying and implementing busi
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actual bonus equal to 78 % of her p
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was reduced to a half-time role com
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14. Business and Financial Update a
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Financial results for the full year
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15. Available Documents The Company
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Title Country Application number Ce
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Title Country Application number Is
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Country Trademark Classes USA CELLE
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ANNUAL REPORT 2012 - TiGenix

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