ANNUAL REPORT 2012 - TiGenix

7.2. BOARD OF DIRECTORS
7.2.1. General provisions
The Board of Directors has the broadest
powers to manage and represent the
Company, except to the extent provided
otherwise by applicable law or the Articles
of Association. The Board of Directors acts
as a collegiate body but can delegate
its competencies for special and specific
matters to an authorized representative,
even if this person is not a shareholder or a
director.
Pursuant to the Articles of Association, the
Board of Directors is to be composed of at
least three (3) directors and a maximum
of nine (9) members. Pursuant to the
Company’s corporate governance charter,
at least half of the directors must be nonexecutive
directors and at least three (3) of
them must be independent.
may be convened to deliberate and decide
on the matters on the agenda of the board
meeting for which a quorum was not present.
In any event, the Board of Directors may only
validly proceed if at least two directors are
present. Meetings of the Board of Directors
are convened by the chairman of the
board or by at least two directors whenever
the interests of the Company so require. In
principle, the board will meet at least six (6)
times per year.
The chairman of the Board of Directors has
a casting vote on matters submitted to the
Board of Directors.
7.2.2. Chairman
The Company’s corporate governance
charter provides that the Board of Directors
appoints a chairman amongst the
independent directors. The CEO cannot be
the chairman.
The directors of the Company are appointed
by the general shareholders’ meeting.
However, in accordance with the Companies
Code, if the mandate of a director becomes
vacant due to his death or resignation, the
remaining directors have the right to appoint
temporarily a new director to fill the vacancy
until the first general shareholders’ meeting
after the mandate became vacant. The new
director completes the term of the director
whose mandate became vacant. The
corporate governance charter provides that
directors can be appointed for a maximum
(renewable) term of four years.
A meeting of the Board of Directors is validly
constituted if there is a quorum, consisting
of at least half of the members present in
person or represented at the meeting. If this
quorum is not present, a new board meeting
The chairman of the Board of Directors is
responsible for the leadership of the Board of
Directors. The chairman takes the necessary
measures to develop a climate of trust within
the Board of Directors, contributing to open
discussion, constructive dissent and support
for the decisions of the Board of Directors.
The chairman promotes effective interaction
between the board and the executive
management. The chairman establishes a
close relationship with the CEO, providing
support and advice, while fully respecting
the executive responsibilities of the CEO.
The chairman has additional specific tasks.
These are further described in the terms of
reference of the Board of Directors as set out
in the Company’s corporate governance
charter.
82 TiGenix I annual report 2012