The Board of Directors consists of 9 directors:
• Joseph Zakrzewski, Chairman, Russell Greig, Danièle Guyot-Caparros, Thomas Hofstaetter, David Solomon, Jean-Pierre Kinet and Jean-Pierre Bizzari, independent Directors as defined by the Middlenext code of corporate governance of December 2009
• Judith Greciet, Director and Chief Executive Officer
• Financière de la Montagne, represented by Nicolas Trebouta, representing shareholders’ interests
The Board of Directors is responsible for determining the company’s strategic, economic and financial business policies. It oversees and monitors their proper implementation.
Subject to the powers expressly attributed to shareholder meetings and within the limits of its corporate purpose, the Board handles all matters affecting the operation of the Company and takes decisions about the more pertinent subjects by deliberation, including all strategic decisions affecting the Company and the Group, at the initiative of its Chief Executive Officer.
The Audit Committee’s overall mission is to assist the Board of Directors in monitoring issues related to the development and control of semi-annual and annual accounting and financial information as well as elements to assess the risks incurred by the Group. It examines the accounts prior to their presentation to the Board and gives views on the appointment and remuneration of the auditors as well as elements relating to their independence.
The Appointments and Remuneration Committee is to prepare the Board of Directors’ decisions concerning (i) the selection and appointment of future directors, (II) the remuneration of executive officers, (III) determining performance conditions concerning the granting of warrants or options to purchase shares, or bonus shares for the executive officers, and (IV) the periodic evaluation of directors’ remuneration.
The members of the Appointments and Remuneration Committee are selected among the directors of Onxeo or from among outside experts. They are appointed on a personal basis and cannot be represented. The directors who are members of the Appointments and Remuneration Committee are appointed for the duration of their director’s mandate.
The Corporate Development Committee supports and accompanies the executive management on matters of corporate development, namely on acquisition projects and strengthening the product pipeline as well as the company’s strategic direction. It prepares the Board’s deliberations relating to the Company’s strategic direction. It makes proposals and gives opinions and recommendations in its field of competence. The committee meets at least once a year when convened by its Chairman and whenever its members deem necessary.