ANNUAL REPORT 2012 - TiGenix

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.
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