Committees of the Board
Neovacs’ Board is assisted by two specialized committees, the Compensation Committee and the Scientific Committee.
Operating Model and Objectives
Each committee meets as determined by its Chairman, or at the request of the CEO. A minimum of half the members must be present for a committee to be considered quorate. Decisions are made by a majority vote of members present at the meeting. Alternate members are not permitted.
Each committee has the responsibility of studying, analyzing and preparing for Board discussion on matters that fall within its competence. A committee is also responsible for considering subjects or projects at the request of the Board or its Chairman. The committees are not decision making bodies: rather, in their field of expertise, they make proposals and recommendations and give advice. As consultative bodies, they are subject to, and accountable to, the Board.
The chairman of each committee, or his designee, is responsible for reporting on the committee’s work to the Board.
Each committee has the power to invite to its meetings any member of the Company’s management team, as it sees fit.
Compensation Committee
The Compensation Committee is responsible for making proposals and advising the Board as to all matters related to the compensation of the Chairman, the CEO, Company Officers and senior management, including share-related compensation plans and profit sharing for management and employees, taking into account the objectives of the Company, and individual and corporate performance. The Committee has the further responsibility of identifying, evaluating and proposing the appointment of independent board directors, consistent with the principles of good corporate governance.
The Committee has three members : Jean-Jacques Bertrand (Chairman of the Board), Philippe Pouletty (Chairman of the Committee and a Director) and Florent Gros (a Director). It met twice in 2010.
Scientific Committee
The Scientific Committee has the responsibility of considering specific scientific questions put to it by the Board, and for making recommendations regarding the overall strategic direction of the Company, and in terms of R&D and related resources, so that the Company can achieve its specified objectives.
The Committee has six members: Daniel Zagury (Chairman of the Committee and a Director), Robert C. Gallo, Arsène Burny, Armand Bensoussan, Thomas Kündig (a Director) and Marie-Lise Gougeon. It meets once a year.
- Professor Robert C. Gallo (Vice-Chairman)
Institute of Human Virology, University of Maryland, Baltimore - Professor Arsène Burny (Vice-Chairman)
Université Libre de Bruxelles - Doctor Armand Bensussan
Institut National de la Santé et de la Recherche Médicale, Paris
Chairman of the French Immunology Association - René Goedkoop
MD, Independant Director Industry Consultant , Switzerland - Doctor Marie-Lise Gougeon
Pasteur Institute, Paris - Doctor Thomas Kündig
University Hospital of Zurich
More detailed information is available in the Prospectus (summary here) published in connection with the Company’s initial public offering in April 2010.