Rules and regulations of the board of directors
The Board of Directors of the Company has adopted rules and regulations to govern its functioning and that of its committees. These rules and regulations have been updated on May 13, 2022. The rules and regulations of the Board of Directors notably include provisions on the following points:
Composition of the Board of Directors, in order to ensure and control its independence. At least two Company’s Board members must be, to the extent possible, independent. The independence of Board members must be assessed each year by the Board based on the criteria provided for in the MiddleNext Governance code.
Holding of Board meetings. Subject to the limits and exceptions provided for by law, are deemed to attend Board meetings, with respect to quorum and majority, Board members taking part in the meeting by means of Visio conference or telecommunication which enable their identification and effective participation. These means of participation are that allowed by applicable regulations and shall be used under the conditions permitted by law. Specifically, participation by means of Visio conference or telecommunication is not permitted for meetings on the review of the statutory and consolidated financial annual returns or for the approval of the management report. Board members are obligated to disclose, before each Board meeting, any potential conflict of interest.
Information of the Board members. Board members must be given regular information on the financial situation of the Company, its cash position and financial commitments. The Chairman and the Chief Executive Officer must communicate to the Board members any significant information regarding the Company. All Board members are entitled to receive any piece of information or any document that any member considers necessary for the performance of his duties. Board members are further entitled to meet any member the Company’s management, outside the presence of the CEO if he is a board member.
Decisions for which the Chief Executive Officer must obtain preliminary authorization of the Board. The list of such decisions notably include: decisions to set up new offices abroad or to close down these offices; significant operations that could affect the Group’s strategy or alter its financial structure or its scope of activity; buying or selling of shares from other companies; any transactions concerning goods, titles or shares; buying or selling real estate; the granting of securities on assets of the Company of the obtaining of loans exceeding € 150,000.
Designation and functions of the committees. The Board may set up committees among its members to prepare the Board’s work. The Board fixes the functions of each committee; the committees work under the exclusive and collective responsibility of all Board members. The Committees help prepare the decisions to be made by the Board by making recommendations and giving advice. Committee members must personally attend the meetings and cannot be represented by another member. Committees can only meet when half of the committee members attend. The committees can choose to discuss any item within their field of competence. They may also be seized by the Board or its Chairman.
Attributions of the Audit Committee. The attributions of the Audit Committee include ensuring the quality of internal control and the reliability of information provided to shareholders and to the financial markets. The Audit Committee is notably in charge of following the process of preparation of the financial information, of monitoring the efficacy of internal control systems (evaluation of the internal control procedures, review of proposed internal audits and implementation of the recommendations prepared based on the outcome of internal audits, evaluation of risk assessment), of following the legal control of statutory and consolidated accounts by the Statutory Auditors (review of the assumptions used for the preparation of the accounts, review of the annual, half yearly and, as the case may be, quarterly statutory and consolidated accounts before their submission to the Board, review with the Statutory Auditors of the relevance and implementation of the accountancy principles utilized, review of major transactions for which a potential conflict of interest could arise), of ensuring the independence of the Statutory Auditors and following the procedure of their selection, their fees; and the recourse to the Statutory Auditors for any missions other than the audit of accounts.
Composition of the Audit Committee. The Audit Committee counts three to five members. It is composed of independent members, to the extent possible, for at least two thirds of its members and comprises at least one member with financial or accountancy competences. The CEO is in principle not member of the Audit committee. The Audit Committee meets as often as it deems necessary and at least twice a year prior to the Board meetings called to review the yearly and half-yearly accounts. The Committee may request from the Chairman or from the CEO the communication of all documents or the audition of all persons. The Committee must receive a summary of the internal audit reports, and may have recourse to external experts.
Attributions of the Compensation Committee. The attributions of the Compensation Committee consist in making proposals on the general remuneration policy of the corporate officers (fixed and variable, benefits in kind, retirement, severance packages) and for the allocation of free shares, stock-options and warrants; in making recommendations regarding the remuneration package of each corporate officer (including benefits in kind); in making proposals regarding the global amount of the director fees and their allocation between Board members; in making proposals regarding the remuneration package (including stock-options and free shares) of the management team (Senior Directors, Vice-Presidents, Chief Financial Officer); in examining a proposed consolidated yearly salary raise; in reviewing the contemplated stock-option and free share attributions to employees and the criteria of attribution and conditions applicable to the attributions; in collecting information regarding the remuneration and benefits in kind paid to the corporate officers of the Company and of the controlled entities of the Group.
Composition of the Compensation Committee. The Committee counts three to five members. It is composed, whenever possible, for at least half of its members, of Board members considered as independent. The CEO is in principle not member of the Compensation Committee. The Committee meets as often as it deems necessary and at least once a year. The Committee may request from the Chairman or from the CEO the communication of all documents or the audition of all persons.
Attributions of the Corporate Governance Committee. The attributions of the Corporate Governance Committee consist in evaluating the efficacy and adequacy of corporate governance procedures; submitting recommendations to improve good corporate governance within the Company; making proposals regarding the composition of the Committees and their attributions; examining candidacies of potential Board members, for the presidency of Board, for the position of CEO and for the strategic managerial functions, examining the social, societal and environmental consequences of the Company’s activities and strategy.
Composition of the Corporate Governance Committee. The Corporate Governance Committee counts three to five members. At least half of its members should, to the extent possible, be considered as independent. The CEO is in principle not member of the Corporate Governance Committee but participates in the selection of proposed Board members and other corporate officers. The Committee may request from the Chairman or from the CEO the communication of all documents or the audition of all persons.
Attributions of the Science and Technology Committee. The Science and Technology Committee aims to assist the Board in the general oversight of the scientific and technical aspects of the Company’s business and periodically report to Board. Its main attributions are as follows: a. Assist the Board in its general oversight of R&D program goals and objectives by reviewing management’s progress and performance in achieving goals and objectives and mitigating associated risks; b. Review the Company’s research pipeline; c. Review and advise the Board on the scientific, technical and medical aspects of transactions that require Board approval; d. Identify significant new and emerging trends and developments in R&D and science and their potential impact on the Company; e. Review the Company’s intellectual property portfolio and strategy; f. Perform any other activities and functions as the Committee deems necessary or appropriate to carry out its responsibilities to assist the Board in its oversight of the Company’s R&D activities; g. Annually review the adequacy of these attributions and submit proposed changes to the Board for approval; h. Conduct an annual self-evaluation of the Committee’s performance.
Composition of the Science and Technology Committee. The Committee is composed of minimum two and maximum five Board members and, whenever possible, of Board members considered as independent. In principle, the General Manager and the Delegate General Managers shall not be members of the Science and Technology Committee. However, the CEO may participate in the meetings of the Science and Technology Committee upon request of its members. The Committee meets as often as it deems necessary and at least three times a year and fixes the calendar of its meetings. It may also meet at the request of two of its members, of its Chairman or of the Chairman of the Board. The Committee may, for the accomplishment of the tasks it is entrusted with, request from the Chairman or from the CEO the communication of all documents or the audition of all persons.
Attributions of the Social, Societal and Environmental Responsibility (CSR) Committee. The CSR Committee assists the Board in the supervision of the social, societal and environmental aspects of the company’s activities and periodically provide information to the Board. Its mission is to examine social, societal and environmental issues and to examine areas for improvement to be proposed to the Board, in particular to allow the Board to reflect on the sharing of value and the balance between the level of remuneration of the employees, the remuneration for the shareholder’s risk-taking and the investments necessary for the sustainability of the Company. The CSR Committee, depending on the subject, works in conjunction with the other working committees.
Composition of the CSR Committee. The Committee is made up of a minimum of two and a maximum of five directors. To the extent possible, it is composed of members considered to be independent, in any case, it is chaired by an independent member. In principle, the the Chief Executive Officer and the Deputy Chief Executive Officers are not members of the CSR Committee. However, the CEO is associated with the work of the Committee at the request of its members. The Committee meets whenever it deems necessary and usually between once and three times a year. It sets the schedule of its meetings. It can also meet at the request of two of its members, its Chairman or the Chairman of the Board. The Committee may, within the framework of the missions assigned to it, ask the Chairman or the CEO to provide it with any document or allow it to hear any person, including external counsel. The Company can be advised by qualified persons, as necessary.
Principles for the allocation of director fees. The Board may notably take into account, for such allocation, attendance to Board meetings and participation in the Committees.
Reminder of confidentiality obligations.
Reminder of the legal obligation for shares held by Board members to be in registered form.
Procedure for the declaration of transactions made by Board members and their families on the Company’s shares providing that Board members, and General Managers (CEO) must declare in writing to the French ‘Autorité des Marchés Financiers’ (AMF),under the formalities required from time to time, all transactions on Company shares made by themselves or by one of their relatives.
Recommendations to prevent insider trading
The Board has adopted, aimed at its employees and corporate officers, recommendations to prevent insider trading. These recommendations include a list of precautions to safeguard the secrecy of sensitive information.
Importance of social, societal and environmental issues
We have put in place procedures governing the way we conduct our activities, in particular to ensure men and women equality, the inclusion and the prevention of corruption. We have reviewed the statements of our suppliers regarding men and women equality, the inclusion and the prevention of corruption, and the vast majority of our subcontractors have policies in place in these areas. Nicox outsources the implementation of the development of its compounds (synthesis, formulation and manufacture of molecules and products, non-clinical studies and clinical trials). In our offices, we have implemented sustainable development initiatives. Although we have little influence on the environmental policies of our subcontractors due to the size of our Company, we review and consider these aspects for our main suppliers, including in their selection. Our key subcontractors declare that they have a policy to reduce their environmental impact, and those that have not implemented it have committed to doing so in the short term. Some of our subcontractors have been assessed by environmental rating agencies, obtaining high scores, and others provide reports in line with international sustainability assessment standards. Some suppliers have provided us with detailed reports on their progress in certain key areas.