The General Meeting appoints the Board of Directors, in which respect it may confer titles to any of the members of the Board of Directors. Members of the Board are appointed for a period determined by the General Meeting with a maximum of three years, starting on the day after the day of the Annual General Meeting on which they are appointed and ending on the day of the subsequent Annual General Meeting that will be held in the year following the year of their appointment.
The Board of Directors is responsible for the overall direction and oversight of management and holds the ultimate decision-making authority with the exception of decisions reserved for shareholders.
The general powers of the Board of Directors are stated in the Articles of Association of the Company.
The Board is also supported by two committees each led by a Board elected Chairman.
Committees of the board of directors
Compensation and nomination Committee
The Compensation and Nomination Committee assists the Board of Directors in compensation-related matters, including matters related to the ESOP.
The Compensation and Nomination Committee is also responsible for reviewing and making recommendations on the structure, size, composition and succession needs of the Board, identifying proposed candidates for election to the Board of Directors in accordance with Dutch law, and developing and maintaining guidelines for the appointment of members of Executive Management. The committee assists the Board in compensation related matters, including recommendations on policies for the remuneration of the Board members, the management and other employees.
Members are John O’Dea (Chairman), Maria Grazia Roncarolo, Silvana Perretta.
Audit Committee
The Audit Committee is responsible for monitoring the integrity of the Group’s consolidated financial statements and any announcement relating to the Group’s financial performance, and for overseeing the relationship with the Group’s external auditor. The Audit Committee is also responsible for assisting the Board with regard to the assessment of the principal risks facing the Group, including reviewing the Group’s risk management and internal control systems.
Members are John O’Dea (Chairman), Alessandro Della Chà and Maria Grazia Roncarolo.
Auditors
Cosmo Pharmaceuticals NV has appointed the auditing company BDO Audit & Assurance B.V., the Netherlands as its external auditor.