ANNUAL REPORT 2012 - TiGenix

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
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