ANNUAL REPORT 2012 - TiGenix

As proof of the independence and and
expertise of the audit committee in the
area of audit and accountancy, and as
required by Article 96, §1, 9° and Article 119,
6° of the Companies Code, we refer to the
biographies of the members of the audit
committee as listed in section 7.2.4.
7.3.4. Nomination and remuneration committee
The Board of Directors has appointed a
nomination and remuneration committee.
The committee must be composed of at least
three members, which are all non-executive
directors, the majority of which shall be
independent directors. Subject to the legal
requirements set out in Article 526quater 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 is chaired by
the chairman of the Board of Directors or by
another non-executive director appointed
by the committee.
The role of the nomination and remuneration
committee is to make recommendations to
the Board of Directors with regard to the (re-)
election of directors and the appointment
of the CEO and the executive managers,
and to make proposals to the board on the
remuneration policy for directors, the CEO
and the executive managers.
The committee has specific tasks. These are
further described in the terms of reference
of the nomination and remuneration
committee as set out in the Company’s
corporate governance charter and Article
526quater of the Companies Code. In
principle, the committee will meet at least
two (2) times per year.
The following directors are member of the nomination and remuneration committee :
Name
R&S Consulting BVBA, represented by Dirk Reyn (1)
Greig Biotechnology Global Consulting, Inc.,
represented by Russell G. Greig (2)
Eduard Enrico Holdener (3)
Position
Chairman of the nomination and remuneration
committee; Independent Director
Member of the nomination and remuneration
committee; Independent Director
Member of the nomination and remuneration
committee; Independent Director
(1)
R&S Consulting BVBA, represented by Dirk Reyn, was appointed Chairman of the nomination and remuneration committee as of
September 19, 2012.
(2)
Greig Biotechnology Global Consulting, Inc., represented by Russell G. Greig, has been a member of the nomination and
remuneration committee since September 19, 2012, replacing Ysios Capital Partners SGECR SA, represented by Joël Jean-Mairet.
(3)
Eduard Enrico Holdener was Chairman of the nomination and remuneration committee until September 19, 2012.
The nomination and remuneration
committee met five times in 2012.
the number of warrants (from the July 6, 2012
warrant plan) that were granted to them.
The nomination and remuneration committee
made recommendations with respect to
the annual remuneration of the members of
executive management, the bonuses to be
paid to them on the realised objectives and
7.3.5. Company secretary
Claudia D’Augusta has been appointed as
company secretary.
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