Corporate Governance
Neovacs has undertaken to comply with the relevant rules and guidelines on corporate governance as specified by French Law, and in particular with reference to the Afep-Medef Code.
The Afep-Medef Code lays out corporate governance principles drawn from the Vienot reports of July 1995 and July 1996, the Bouton report of September 2002, as well as the recommendations dated January 2007 and October 2009 regarding compensation of the senior executive management of public companies.
Key principles of corporate governance at Neovacs :
- Effective May 28, 2003, the roles of Chief Executive and Chairman are separate.
The Chairman is responsible for leading and organizing the activities of the Board. He reports on these matters to the Shareholder Meeting. He oversees the proper functioning of the components of the Company and in particular in ensuring that management is on track to fulfill its objectives.
The CEO leads the Company day to day, and represents it to third parties. He is vested with broad powers to act in the name of the Company. There are two areas where his authority is limited and where the advance consent of the Board is required, based on a majority 2/3rds vote of the Members present or represented:
- The surrender, transfer, licensing or pledge of intellectual property required for the Company’s operations.
- The award of a sales mandate for the Company to an investment bank
- A range of internal controls are in place
With the goals of supporting a management approach that is transparent and well adapted to the development of the Company, as well as providing information to shareholders, both major components of good governance, the Board has put in place a range of internal controls covering scientific, financial and administrative matters.
- The Board has its own governance structure
The Board’s governance structure lays out the operating rules of the Board, specifies its areas of responsibility, and codifies the rights and obligations of the Directors, complementing company law and applicable statute.
In addition, the Board has the assistance of two committees : The Compensation Committee, and The Scientific Committee. An Audit Committee is in the process of being established. The Board has the power to establish committees, determine their membership and responsibilities and, as appropriate, the compensation of members.
Committee membership is not restricted to Directors.
The Board is also responsible for nominating the Chairman of each committee. The Board can also, at any time, change the make up of the committees.
More detailed information is available in the Prospectus (summary here) published in connection with the Company’s IPO in April 2010.