Governance Highlights

The Company has installed a one-tier corporate structure under Dutch law, which consists of a board of directors (the “Board of Directors”) comprising both executive directors (the “Executive Directors”) and non-executive directors (the “Non-Executive Directors”). The Board of Directors is the ultimate decision-making body for us , except with respect to those areas that are reserved by law or by the Company’s Articles of Association to the Shareholders’ Meeting. These two corporate bodies are subject to Dutch law and regulated by the Articles of Association as well as by the Dutch Corporate Governance Code. We endorse the importance of good corporate governance, of which independence, accountability and transparency are the most important elements.

Board of Directors

The Board of Directors consists of two Executive Directors and seven Non-Executive Directors. Under Dutch law, the Board of Directors is collectively responsible for the Company’s general affairs. Pursuant to the Company’s Articles of Association, the Board of Directors shall divide its duties among its members, with our  day-to-day management entrusted to the Executive Directors. The Non-Executive Directors supervise the management of the Executive Directors and the general affairs in the Company and its business and provide the Executive Directors with advice. In addition, both Executive Directors and Non-Executive Directors must perform such duties as are assigned to them pursuant to the Company’s Articles of Association. The division of tasks within the Board is determined (and amended, if necessary) by the Board of Directors. Each Director has a duty to properly perform the duties assigned to him and to act in the corporate interest of the Company. Under Dutch law, the corporate interest extends to the interests of all corporate stakeholders, such as shareholders, creditors, employees, and other stakeholders.

Committees within the Board of Directors

The Board of Directors may set up specialized committees to analyze specific issues and advise the Board of Directors in connection therewith. Such committees are advisory bodies only and the decision-making remains the collegiate responsibility of the Board. The Board of Directors has currently installed the following committees:

Audit Committee: The members of the Audit Committee are Werner Lanthaler (chairman), Tony Rosenberg and Peter Verhaeghe.

Remuneration and Nomination Committee: The members of the Remuneration and Nomination Committee are Don deBethizy (chairman), Peter Verhaeghe and Werner Lanthaler.

Research and Development Committee: The members of the Research and Development Committee are David Lacey (chairman), Don deBethizy and Pamela Klein.