ANNUAL REPORT 2012 - TiGenix

(g)
(h)
(i)
Not being or having been within
the last three years, a partner or
employee of the current or former
statutory auditor of the Company
or a related company or person
(Article 11 of the Companies Code).
Not being an executive director
of another company in which an
executive director of the Company
is a non-executive member of
the board, and not having other
significant links with executive
directors of the Company, through
involvement in other companies or
bodies.
Not being a spouse, legal partner or
close family member to the second
degree of a director of member of
the legal management committee
or person entrusted with the daily
management or employee of the
senior management (as defined in
Article 19, 2° of the Belgian Law of
September 20, 1948 regarding the
organisation of the business industry)
in the Company or a related
company or person (as defined in
Article 11 of the Companies Code)
or of the persons referred to under
(a) to (h) above.
The decision relating to the election of an
independent director has to state the criteria
on the basis of which he is considered
independent.
In considering a director’s independence,
also the criteria set out in the Company’s
corporate governance charter will be
taken into account. The Board of Directors
discloses in its annual report which directors it
considers independent directors.
The independent directors of the Company
are Innosté SA (represented by Jean
Stéphenne), Willy Duron, Greig Biotechnology
Global Consulting, Inc. (represented by
Russell Greig), Eduard Enrico Holdener and
R&S Consulting BVBA (represented by Dirk
Reyn).
84 TiGenix I annual report 2012