NicOx corporate governance

NicOx corporate governance

NicOx seeks to follow market best practice in corporate governance.

The Board and Committees

Board of directors

The directors bring a range of relevant expertise and experience from the pharmaceutical field to NicOx’ Board of Directors. At present, the Board of Directors consists of seven executive directors, of whom five are regarded as independent. The Board met ten times during fiscal year 2004. The Board of Directors prepares and presents the year-end accounts to the shareholders and convenes shareholder meetings. In addition, the Board of Directors reviews and monitors the economic, financial and technical strategies of the Company. The executive directors, together with other senior managers, form the executive management team of the Company. They are fully involved with the management of the Company. Where appropriate, the Board of Directors has set-up committees, which operate within specific terms of reference.

Rules and regulations of the Board of Directors

The Board of Directors of the Company has adopted rules and regulations in order to govern its functioning and that of its committees.

The rules and regulations of the Board of Directors notably include the following points:


•	composition of the Board of Directors in order to ensure its independence;

•	the mode in which the members of the Board of Directors should be informed of Company business;

•	a list of decisions for which the Chief Executive Officer has to obtain preliminary approval of the Board of Directors;

•	the nature and function of the audit committee, including how accounting documents should be reviewed, the relationship with statutory auditors and the review of internal control procedures;

•	the nature and function of the compensation committee, including an annual examination of the compensation and in-kind benefits paid to Board members and employees with the title of Director;

•	the nature and function of the corporate governance committee, which notably include the review of corporate governance procedures and the the appointmentof Board members and employees with the title of Director;

•	a reminder of confidentiality obligations;

•	a procedure for the declaration of transactions made by Board members and their families in the Company’s shares;

•	recommendations to prevent insider trading.

Audit Committee
The Audit committee's functions include reviewing and evaluating the results and scope of the audit and other services provided by the Company’s statutory auditors, reviewing the accounting principles and system of internal controls and approving actions or transactions requiring Audit committee approval. The Audit committee comprises Jean-Luc Bélingard, Jörgen Buus Lassen and Vaughn Kailian. The Audit committee is chaired by Jean-Luc Bélingard.

Compensation Committee
The Compensation committee is responsible for making recommendations on remuneration of the Company’s executive officers. The Compensation committee comprises Göran Ando, Frank Baldino, and Bengt Samuelsson. The Compensation committee is chaired by Frank Baldino.

Corporate governance Committee
The Corporate governance committee is notably in charge of evaluating and following corporate governance procedures, ensuring that corporate governance rules and recommendations are properly implemented, examining candidacies of Board members and employees with the title of Director. The Corporate governance committee comprises Frank Baldino, Jean-Luc Bélingard, and Vaughn Kailian. The Corporate governance committee is chaired by Vaughn Kailian.

Relations with shareholders
NicOx attaches a high priority to its communications with shareholders. The Company maintains regular relations with its shareholders through the provision of interim and annual reports, press releases, presentations at conferences, through its website www.nicox.com and through regular one-to-one meetings with institutional shareholders.

Internal control
In accordance with the « French Financial Security Law », NicOx has implemented internal control procedures applicable to all group entities to ensure rigorous financial and risk management, with the objective of providing financial information and consolidated reports. For this purpose, the Company has adopted the following processes:


•	the identification and evaluation of internal and external risks to which the Company may be exposed, including the proposal of solutions to prevent and manage these risks;

•	control that operational activities and staff behaviour comply with the orientations of the Company’s business, as set forth by corporate bodies, applicable laws and rules, principles, standards and the Company’s in-house rules;

•	the implementation of the technical means needed to control activities;

•	the organization and control of the flow of information within the Company and to external partners, to ensure the coordination of activities and facilitate the decision making process;

•	control of the various activities of the Company, in order to continuously evaluate their performance and determine whether the procedures are respected.

NicOx has decided to put in place ambitious procedures, which not only explain the different processes of the Company’s management but also aim to improve and develop transparency and optimum control.

The audit committee and the Board of Directors are informed of the functioning of this internal control and its conclusions. Thus, the control and management bodies can monitor and assess anysignificant business, operational, financial, compliance and other risks. The executive directors provide the Board of Directors with regular and detailed documentation relating to research and development programs, clinical development programs, business development activities, financial performance, and intellectual property management.

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