ANNUAL FINANCIAL REPORT 2010 2010 - TiGenix

The scientific and clinical advisors are remunerated for theirservices to the Company. They have consulting agreementswith the Company and some hold Shares or warrants in theCompany.5.5.2 CellerixCellerix had appointed and closely worked with two scientificadvisory boards for the clinical development of the Cx601 andCx611 programs before the Contribution:• Gastroenterology advisory board: This board is assisting theclinical development of Cx601. The board is coordinated byDr. Julian Panés (Spain) and is integrated by Dr. Jean-FrédéricColombel (France), Dr. Walter Reinisch (Austria), Dr. Gert VanAssche (Belgium), Dr. Silvio Danese (Italy) and Dr. DanielBaumgart (Germany).• Rheumatology advisory board: This board is assisting theclinical development of Cx611. The board is coordinatedby Dr. José María Alvaro-Gracia (Spain) and is integrated byDr. Victor Fernández-Taboada (Spain), Dr. Federico Díaz-González (Spain), Dr. Jesús Honorato (Spain), Dr. Peter C.Taylor (UK) and Dr. Georg A. Schett (Germany).5.6 Remuneration of directorsand executive management5.6.1 DirectorsOnly the independent directors shall receive a fixedremuneration in consideration of their membership orchairmanship of the Board of Directors and board committees.The other directors will not receive any fixed remuneration inconsideration of their membership of the board.The independent directors will not receive any performancerelated remuneration, nor will any option or warrants begranted to them in their capacity as director. However, uponadvice of the nomination and remuneration committee,the Board of Directors may propose to the shareholders’meeting to deviate from the latter principle in case in theboard’s reasonable opinion the granting of any performancerelated remuneration would be necessary to attract or retainindependent directors with the most relevant experience andexpertise.The nomination and remuneration committee recommendsthe level of remuneration for independent directors, includingthe chairman of the board, subject to approval by the boardand, subsequently, by the shareholders’ meeting.The nomination and remuneration committee benchmarksindependent directors’ compensation against peer companiesto ensure that it is competitive. Remuneration is linked tothe time committed to the Board of Directors and its variouscommittees. Currently, a fixed annual fee of €25,000 is grantedto each independent director. The chairman’s fee amounts to€30,000. An additional fixed annual fee of €5,000 is grantedto each independent director who is also a member of acommittee. Such additional fixed annual fee amounts to€7,500 for each independent director who is also the chairmanof a committee. The aforementioned fixed annual fees arebased on six board meetings and two committee meetingsa year. The fixed fee is supplemented with an amount of€2,000.00 for each additional meeting. Changes to these feeswill be submitted to the shareholders’ meeting for approval.Apart from the above remuneration for independent directors,all directors will be entitled to a reimbursement of out-ofpocketexpenses actually incurred to participate to boardmeetings.The board sets and revises, from time to time, the rules andlevel of compensation for directors carrying out a specialmandate or sitting on one of the board committees and therules for reimbursement of directors’ business-related out-ofpocketexpenses. Remuneration for directors is disclosed toShareholders in accordance with applicable laws and stockexchange rules.The directors’ mandate may be terminated “ad nutum” (at anytime) without any form of compensation.TiGenix has not made any loans to the members of the Boardof Directors.The total remuneration paid to the directors in 2008, 2009 and2010 was respectively €61,000, €45,000 and €55,000 (grossamount, excluding VAT and warrants).5.6.2 Executive managementThe remuneration of the members of the executivemanagement is determined by the CEO or by the Board ofDirectors upon recommendation by the nomination andremuneration committee, after recommendation by the CEOto such committee.The remuneration of the executive management is designedto attract, retain and motivate executive managers.95 •