Transgene complies with the corporate governance recommendations of the MiddleNext Code of Governance for Mid and Small Caps (the Code) (Code de gouvernement d’entreprise des valeurs moyennes et petites de MiddleNext). MiddleNext is an independent society representing midcap public issuers; the Code is largely referred to by small, mid and even large cap firms and accepted by regulators as guidance for best governance practices.
Board of Directors
The Board of Directors is currently composed of ten members, elected for renewable three-year terms. Six members of the Board are independent directors as defined in the Code. The Board is chaired by the Chairman and Chief Executive Officer. The Board has adopted a charter of internal regulations that governs the conduct of the Board of Directors and its committees. Detailed information can be found in the Reference Document.
The Board of Directors is assisted by two committees:
The Audit Committee is composed of four directors of the Board, three of whom are independent. The Vice President Finance is invited to attend each Committee meeting to present the financial situation of the Company. The Audit Committee’s operations are governed by a charter that is reviewed regularly. The committee regularly reports on its work and provides recommendations to the Board of Directors.
The Compensation Committee is composed of two independent directors and is responsible for recommending to the Board of Directors the salaries, bonuses and share-based compensation to executives and key personnel of the Company.
The Management Committee is a non-statutory body that oversees the Company’s daily operations and ensures, in all managerial aspects, that the Company’s strategy is properly executed in accordance with its objectives. The committee is composed of nine members
The Company has established a number of other internal bodies and procedures, for example, for financial controlling, project management and risk management.