The corporate governance of the Company has been organised pursuant to the Belgian Company law, the Company's articles of association and the Company's corporate governance charter. It is based on the Company's articles of association that have been amended by the Extraordinary Shareholders meeting of 11 June 2013 and on the Company's corporate governance charter. The Company has opted for a one-tier governance structure. As provided by Article 522 of the Belgian Company Code (BCC), the Board of Directors is the ultimate decision-making body in the Company, except with respect to those areas that are reserved by law or by the Company's articles of association to the Shareholders Meeting.
Board of Directors
The Board of Directors currently consists of eight members, one of which is an executive director (as a member of the Executive Management Team) and two of which are non-executive directors, including the chairman and four independent directors, appointed by the Shareholders Meeting of the Company. The Board’s composition reflects a diverse and complementary range of experience, nationalities and cultures, ensuring that the interests of all shareholders are taken into account. Members of the Board of Directors are chosen for their skills, their integrity and their independence of mind.
- Michel Lussier, Chairman
- Chris Buyse, Independent director
- Rudy Dekeyser, Independent director
- Serge Goblet, Non-executive director
- Debasish Roychowdhury, Independent director
- Hilde Windels, Independent director
- TOLEFI SA, represented by Serge Goblet
- Christian Homsy (permanent representative of LSS Consulting SPRL), Executive director
Committees within the Board of Directors
The Board of Directors may set up specialised committees to analyse specific issues and advise the Board of Directors on those issue. Such committees are advisory bodies only and the decision-making remains the collegiate responsibility of the Board of Directors.
The Board of Directors has, on a voluntary basis, set-up a Nomination and Remuneration Committee. This committee consists of three members; Michel Lussier (Chairman), Rudy Dekeyser and Chris Buyse.
The Board of Directors has, on a voluntary basis, set-up an Audit Committee. This committee consists of three members: Chris Buyse (Chairman), Rudy Dekeyser and Hilde Windels.
Executive Management Team
The Board of Directors of the Company has established an Executive Management Team, which is an advisory committee to the Board of Directors, and which therefore does not constitute a management committee (“comité de direction”) under Article 524bis of the BCC. The Executive management Team consists of the "Chief Executive officer" (CEO), who is the chairman of the Executive management team), the "Chief Financial Officer" (CFO), the "Vice President Clinical Development & Medical Affaires", the Chief Operating Officer (COO), the "Vice President Research and Development", the "Chief Legal Officer" and the "Vice President Human Resources".
- Christian Homsy,CEO
- Patrick Jeanmart, CFO, Investor Relations
- Frédéric Lehmann, VP Clinical Development & Medical Affairs
- Jean-Pierre Latere, Chief Operating Officer
- David Gilham, VP R&D
- Philippe Dechamps, Chief Legal Officer
- Philippe Nobels, VP of Human Resources