ANNUAL REPORT 2012 - TiGenix

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Director until the company was acquired by Shire in 2010. Mr. Reyn served as the Head of the GI Strategic Marketing group for many years and then Vice President New Business Development for Janssen-Cilag in Europe. He has more than 25 years of experience, having first joined Johnson & Johnson in 1992 and became the driving force behind the global marketing and commercial strategy for such products as PREPULSID and PARIET and other compounds from the GI portfolio. Prior to joining Johnson & Johnson, he served in a number of national and international commercial positions at Eli Lilly. Mr Dirk Reyn holds board positions in non-pharma companies Horizon Pharmaventures, R&R Promotions and BbyB Chocolates. Nico Vandervelpen, permanent representative of LRM Beheer NV : Director (non-executive) Mr. Nico Vandervelpen started his career with Ernst & Young Brussels in 1998 were he worked as a senior executive. Throughout his career, he gained extensive experience in finance, business consulting, project management and mergers and acquisitions serving a wide variety of multinational clients with, amongst others, a focus on the healthcare and pharmaceutical industries. He joined Limburgse Reconversie Maatschappij NV (“LRM”) in 2007 were he founded the Life Sciences venture fund and forms part of the executive management team. As permanent representative of LRM Beheer NV (previously : Immocom NV), Mr. Vandervelpen serves as chairman of the board of FFPharma and as a board member or observer on several boards of the LRM portfolio such as 3DDD Pharma, Apitope International, Complix, LSDC, SEPS, TiGenix, Vesalius Biocapital I SICAR, Vesalius Biocapital II SICAR and CommArt. As permanent representative of LRM Beheer NV, Mr. Vandervelpen previously served on the board of Amakem. Mr. Vandervelpen holds a Master degree in commercial and business engineering from Hasselt University as well as a Master in Accountancy. Functioning in 2012 In 2012, the Board of Directors met 13 times. Individual presence of the members of the Board of Directors in 2012 Name Number of meetings attended Gil Beyen BVBA, represented by Gil Beyen 10 Eduardo Bravo 11 Mounia Chaoui-Roulleau 6 Ventech S.A., represented by Mounia Chaoui-Roulleau 1 Koenraad Debackere 2 Willy Duron 11 Greig Biotechnology Global Consulting, Inc., represented by Russell Greig 2 Eduard Enrico Holdener 9 Ysios Capital Partners SGECR SA, represented by Joël Jean-Mairet 9 R&S Consulting BVBA, represented by Dirk Reyn 9 Innosté SA, represented by Jean Stéphenne 2 LRM Beheer, represented by Nico Vandervelpen 10 88 TiGenix I annual report 2012
Litigation statement concerning the directors or their permanent representatives At the date of this registration document and except as set out below, none of the directors or members of the executive management of the Company or, in case of corporate entities being director or executive manager, none of their permanent representatives, of the Company has, for at least the previous five years : - any convictions in relation to fraudulent offences; The committees are advisory bodies only and the decision-making remains within the collegial responsibility of the Board of Directors. The Board of Directors determines the terms of reference of each committee with respect to the organisation, procedures, policies and activities of the committee. 7.3.2. Executive committee The Board of Directors has not appointed an executive committee (directiecomité / comité de direction) within the meaning of Article 524bis of the Companies Code. - held an executive function in the form of a senior manager or a member of the administrative, management or supervisory bodies of any company at the time of or preceding any bankruptcy, receivership or liquidation (except for Jean Stéphenne who was a member of the board of directors of Auguria Residential Real Estate Fund, which is currently in liquidation); - been subject to any official public incrimination and/or sanction by any statutory or regulatory authority (including any designated professional body); or, - ever been disqualified by a court from acting as member of the administrative, management or supervisory bodies of any company or from acting in the management or conduct of affairs of any company. 7.3.3. Audit committee The Board of Directors has appointed an audit committee. The committee must be composed of at least three members. The committee must be composed exclusively of non-executive directors, a majority of which should be independent directors. At least one of the members who are independent directors must have the necessary expertise in the field of accounting and audit. Subject to the legal requirements set out in Article 526bis of the Companies Code, the composition of the committee may deviate from the above if, in the reasonable opinion of the Board of Directors, a different composition can bring more relevant experience and expertise to the committee. The committee appoints a chairman amongst its members. The chairman of the Board of Directors should not chair the committee. 7.3. COMMITTEES OF THE BOARD OF DIRECTORS 7.3.1. General The Board of Directors can set up specialised committees to analyse specific issues and advise the Board of Directors on those issues. The role of the audit committee is to monitor the financial reporting process, the effectiveness of the Company’s internal control and risk management systems, the internal audit (if there is any) and its effectiveness and the statutory audit of the annual and consolidated accounts, and to review and monitor the independence of 89
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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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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
Page 49 and 50: 6.3. IMPORTANT EVENTS IN THE DEVELO
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 and 80: Invalidation of US patent US6777231
Page 81 and 82: 7. Corporate Governance 7.1. GENERA
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: of Ravago NV, Vanbreda Risk & Benef
Page 91 and 92: As proof of the independence and an
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
Page 99 and 100: (rounded down to the nearest intege
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
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Page 109 and 110: 11.3. CONSOLIDATED STATEMENT OF CAS
Page 111 and 112: The consolidated financial statemen
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Page 121 and 122: - Partnering of Cx601 (i.e. finding
Page 123 and 124: The Group is mainly exposed to the
Page 125 and 126: 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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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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