- Corporate
Corporate Governance
Articles of Incorporation
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Group Structure and Shareholders
(December 31, 2009, unless otherwise noted.)
Group Structure
The
Basilea group is composed of its parent company, Basilea Pharmaceutica Ltd.
("Basilea"), Basilea Pharmaceutica International Ltd. ("Basilea
International"), the Swiss operating subsidiary, BPh Investitionen Ltd.
("BPh"), a subholding company, Basilea Pharmaceutica China Ltd. ("Basilea
China"), a Chinese operating subsidiary held through BPh, and fully owned
subsidiaries in Canada, Denmark, France, Germany, Italy, Spain, and the United
Kingdom focusing on the distribution of pharmaceutical products (collectively
the "Company").
The
operating activities of the Company are focused on research, development and
commercialization of pharmaceutical products. The Company’s operating activities
are directed by and primarily located within Basilea International. Basilea
International is operationally organized along core activities with Commercial
Operations, headed by the Chief Commercial Officer, a Development function,
headed by the Chief Medical Officer, a Research function, headed by the Chief
Scientific Officer, Finance and Business Development, headed by the Chief
Financial Officer and Technical Operations, headed by the Chief Technology
Officer. These heads are members of the Management Committee. The Management
Committee is led by the Chief Executive Officer. For further information on the
Management Committee, please refer to the section "Management/Members,
Functions and Other Activities".
Basilea
is represented on the Board of Directors of its fully owned subsidiaries. In
addition, there is a close cooperation related to the operations between
Basilea International’s research, development and commercial groups and its
subsidiaries.
Basilea Pharmaceutica Ltd.
Basilea
is located at Grenzacherstrasse 487, 4058 Basel, Switzerland, and Basilea’s
shares were listed on the SIX Swiss Exchange on March 25, 2004, under the Swiss
security number (Valorennummer) 1 143 244. The ISIN is CH 001 143 244 7. The
Common Code is 018859220. The ticker symbol is BSLN.
As
of December 31, 2009, the market capitalization of Basilea amounted to CHF 617,748,158
(9,584,921 registered shares with a nominal value of CHF 1 per share). None of
its shares were held by the Company on this date.
Basilea Pharmaceutica China Ltd.
Basilea
China
is a wholly foreign owned enterprise ("WFOE"), founded on May 29, 2002, and
incorporated with limited liability under the laws of The People’s Republic of
China, with a fully paid up registered capital of USD 7 million as of December
31, 2009. Basilea China is
located in the Haimen Technological Development Zone, Jiangsu
Province (north of Shanghai),
People’s Republic of China.
The subsidiary provides complementary services, primarily in the field of
chemical synthesis research and development, in connection with Basilea’s
research and development compounds. The shares of Basilea China are not listed on any stock
exchange. All of its shares are held and controlled by BPh, a Swiss stock
corporation with registered office at Zugerstrasse 76b in 6340 Baar, Switzerland.
BPh has a share capital of CHF 131,950, divided into 10,150 fully paid-up
registered shares with a par value of CHF 13 each, all held and controlled by
Basilea.
As
of December 31, 2009, the Company engaged more than 300 employees (full-time
equivalents).
For
information on the non-listed companies belonging to the Company, please refer
to note 5 (Investments) to the Financial Statements of the Annual Report 2009.
Significant Shareholders
During
the fiscal year 2009 and pursuant to the disclosure requirements of the Swiss
Federal Act on Stock Exchanges and Securities (SESTA) Basilea published the
following information regarding changes in the shareholder structure:
On
January 12, 2009 UBS AG, Bahnhofstrasse 45/P.O. Box, 8098 Zurich, Switzerland,
notified Basilea Pharmaceutica Ltd. that as of January 6, 2009 the
shareholdings in Basilea Pharmaceutica Ltd. held by UBS AG, Bahnhofstrasse 45,
8001 Zurich, Switzerland, and its direct and indirect subsidiaries, with UBS
International Holdings BV, Herengracht 600, 1017 CJ Amsterdam, Netherlands,
(indirectly through UBS Holdings (France) SA, 65 Rue de Courcelles, 75008
Paris, France, indirectly through Caisse Centrale de Réescompte, 44 Rue
Washington, 75008 Paris, France, indirectly through CCR Chevrillon Philippe,
4-6 Rond-Point des Champs-Elysées, 75008 Paris, France) and UBS Americas Inc.,
2711 Centerville Road Suite 400, Wilmington 19808, Delaware, USA (indirectly
through UBS Global Asset Management (Americas) Inc., The Corporation Trust
Company, Corporation Trust Center, 1209 Orange Street, Wilmington 19801,
Delaware, USA) and UBS (Luxembourg) S.A., 33a Avenue J.F. Kennedy, 1855
Luxembourg, Luxembourg, exceeded the thresholds of 3% and 5% pursuant to Art. 17
para. 1a SESTO-SFBC. The total holdings in Basilea Pharmaceutica Ltd. were 525,877
registered shares corresponding to 5.51% of the voting rights. The notification
was published on the SIX Issuer Reporting Platform on January 14, 2009.
On
January 13, 2009 UBS AG, Bahnhofstrasse 45/P.O. Box, 8098 Zurich, Switzerland,
notified Basilea Pharmaceutica Ltd. that as of January 7, 2009, the
shareholdings in Basilea Pharmaceutica Ltd. of UBS AG, Bahnhofstrasse 45, 8001
Zurich, Switzerland, and its direct and indirect subsidiaries, with UBS
International Holdings BV, Herengracht 600, 1017 CJ Amsterdam, Netherlands,
(indirectly through UBS Holdings (France) SA, 65 Rue de Courcelles, 75008
Paris, France, indirectly through Caisse Centrale de Réescompte, 44 Rue
Washington, 75008 Paris, France, indirectly through CCR Chevrillon Philippe,
4-6 Rond-Point des Champs Elysées, 75008 Paris, France) and UBS Americas Inc.,
2711 Centerville Road Suite 400, Wilmington 19808, Delaware, USA (indirectly
through UBS Global Asset Management (Americas) Inc., The Corporation Trust
Company, Corporation Trust Center, 1209 Orange Street, Wilmington 19801, Delaware,
USA) and UBS (Luxembourg) S.A., 33a Avenue J.F. Kennedy, 1855 Luxembourg, Luxembourg,
fell below the thresholds of 3% and 5% pursuant to Art. 17 para. 1a SESTO-SFBC.
The notification was published on the SIX Issuer Reporting Platform on January 14,
2009.
On
February 24, 2009 Basilea Pharmaceutica Ltd. received a notification of
shareholdings from Fidelity International, Kingswood Fields, Millfield Lane, Lower
Kingswood, Tadworth, Surrey KT20 6RB, United Kingdom, that FMR LLC ("FMR"),
principal address located at 82 Devonshire Street, Boston, MA 02109, USA, and
its direct and indirect subsidiaries, with FMR as the parent holding company of
Fidelity Management & Research Company ("FMRCO"), investment manager for U.S.
mutual funds, and Fidelity Management Trust Company ("FMTC"), a U.S. state
chartered bank which acts as a trustee or investment manager of various pension
funds and trust accounts as well as Pyramis Global Advisors Trust Company
("PGATC") and Pyramis Global Advisors LLC ("PGALLC") that are both indirect
wholly-owned subsidiaries of FMR LLC reduced their holdings in Basilea
Pharmaceutical Ltd. on February 20, 2009 to 279,497 registered shares corresponding
to 2.92% of the voting rights. The notification was published on the SIX Issuer
Reporting Platform on February 27, 2009.
On
February 25, 2009 Sectoral Asset Management Inc., 1000 Sherbrooke Street West,
Suite 2120, Montreal H3A 3G4, Canada, notified Basilea Pharmaceutica Ltd. that
Sectoral Asset Management Inc., as an investment advisor to several collective
investment schemes for some of which Sectoral Asset Management Inc. also has
the authority to vote on the shares held by the beneficial owners, increased
its holdings in Basilea Pharmaceutica Ltd. on February 24, 2009 to 489,458
registered shares corresponding to 5.11% of the voting rights. The notification
was published on the SIX Issuer Reporting Platform on February 27, 2009.
On
March 9, 2009 Basilea Pharmaceutica Ltd. received a notification of
shareholdings from Credit Suisse Asset Management Funds AG, Kalandergasse 4, 8045
Zurich, Switzerland, that it holds 290,594
shareholdings in Basilea Pharmaceutica Ltd. corresponding to 3.036% of the
voting rights due to a securities lending pursuant to Art. 48 para. 2
SESTO-SFBC. The notification was published on the SIX Issuer Reporting Platform
on March 11, 2009.
On
March 11, 2009 Credit Suisse Asset Management Funds AG, Kalandergasse 4, 8045
Zurich, Switzerland, notified Basilea Pharmaceutica Ltd. that its shareholdings
in Basilea Pharmaceutica Ltd. have fallen below the threshold of 3% on March 5,
2009 due to a securities lending pursuant to Art. 48 para. 2 SESTO-SFBC. The
notification was published on the SIX Issuer Reporting Platform on March 12,
2009.
On
March 23, 2009 Basilea Pharmaceutica Ltd. received a notification of
shareholdings from Credit Suisse Asset Management Funds AG, Kalandergasse 4, 8045
Zurich, Switzerland, that it holds 288,818
shareholdings in Basilea Pharmaceutica Ltd. corresponding to 3.018% of the
voting rights due to a securities lending pursuant to Art. 48 para. 2
SESTO-SFBC. The notification was published on the SIX Issuer Reporting Platform
on March 24, 2009.
On
April 9, 2009 Credit Suisse Asset Management Funds AG, Kalandergasse 4, 8045
Zurich, Switzerland, notified Basilea Pharmaceutica Ltd. that its shareholdings
in Basilea Pharmaceutica Ltd. have fallen below the threshold of 3% on April 6,
2009 due to a securities lending pursuant to Art. 48 para. 2 SESTO-SFBC. The
notification was published on the SIX Issuer Reporting Platform on April 16,
2009.
On
May 22, 2009 Basilea Pharmaceutica Ltd. received a notification of
shareholdings from Credit Suisse Asset Management Funds AG, Kalandergasse 4, 8045
Zurich, Switzerland, that it has increased
its shareholdings in Basilea Pharmaceutica Ltd. on May 18, 2009 to 288,115 registered
shares corresponding to 3.01% of the voting rights pursuant to Art. 48 para. 2
SESTO-SFBC. The notification was published on the SIX Issuer Reporting Platform
on May 26, 2009.
On
May 26, 2009 Credit Suisse Asset Management Funds AG, Kalandergasse 4, 8045
Zurich, Switzerland, notified Basilea Pharmaceutica Ltd. that its shareholdings
in Basilea Pharmaceutica Ltd. have fallen below the threshold of 3% on May 19,
2009 due to a securities lending pursuant to Art. 48 para. 2 SESTO-SFBC. The
notification was published on the SIX Issuer Reporting Platform on May 27,
2009.
On
June 12, 2009 Basilea Pharmaceutica Ltd. received a notification of
shareholdings from Credit Suisse Asset Management Funds AG, Kalandergasse 4, 8045
Zurich, Switzerland, that it has increased
its shareholdings in Basilea Pharmaceutica Ltd. on June 8, 2009 to 337,789 registered
shares corresponding to 3.53% of the voting rights due to a securities lending
pursuant to Art. 48 para. 2 SESTO-SFBC. The notification was published on the
SIX Issuer Reporting Platform on June 13, 2009.
On
June 17, 2009 Pictet Funds (LUX), 3, Boulevard Royal, 2449 Luxembourg, Luxembourg,
notified Basilea Pharmaceutica Ltd. that Pictet Funds (LUX) – Biotech (subfund
of Pictet Funds (LUX)) increased its holdings in Basilea Pharmaceutica Ltd. on
June 12, 2009 to 496,891 registered shares corresponding to 5.19% of the voting
rights. The notification was published on the SIX Issuer Reporting Platform on June
18, 2009.
On
September 21, 2009 Basilea Pharmaceutica Ltd. received a notification of
shareholdings from Fidelity International, Kingswood Fields, Millfield Lane,
Lower Kingswood, Tadworth, Surrey KT20 6RB, United Kingdom, that FIL Limited
("FIL"), principal address located at Pembroke Hall, 42 Crow Lane, Hamilton,
Bermuda, and its direct and indirect subsidiaries, with FIL as an investment
adviser which provides investment advisory and management services to a number
of non-U.S. investment companies or instrument trusts ("the International
Funds") and certain institutional investors reduced its holdings in Basilea
Pharmaceutica Ltd. on September 17, 2009 to 452,777 registered shares
corresponding to 4.73% of the voting rights. The notification was published on
the SIX Issuer Reporting Platform on September 23, 2009.
On
October 7, 2009 Credit Suisse Asset Management Funds AG, Kalandergasse 4, 8045
Zurich, Switzerland, notified Basilea Pharmaceutica Ltd. that it has increased
its shareholdings in Basilea Pharmaceutica Ltd. on October 1, 2009 pursuant to
Art. 21 para. 1b SESTO-SFBC to 484,760 holdings corresponding to 5.07% of the
voting rights. The notification was published on the SIX Issuer Reporting
Platform on October 9, 2009.
On October
22, 2009 State of New Jersey Common Pension Fund D, PO BOX 290, Trenton, NJ
08625-0290, United States of America, notified Basilea Pharmaceutica Ltd. that
its shareholdings in Basilea Pharmaceutica Ltd. have fallen below the threshold
of 3% on October 7, 2009 and on that day amounted to 282'164 registered shares
corresponding to 2.94% of the voting rights. The notification was published via
the SIX Issuer Reporting Platform on October 23, 2009.
On
November 5, 2009 Basilea Pharmaceutica Ltd. received a notification of
shareholdings from Fidelity International, Kingswood Fields, Millfield Lane,
Lower Kingswood, Tadworth, Surrey KT20 6RB, United Kingdom, that FIL Limited
("FIL"), principal address located at Pembroke Hall, 42 Crow Lane, Hamilton,
Bermuda, and its direct and indirect subsidiaries, with FIL as an investment
adviser which provides investment advisory and management services to a number
of non-U.S. investment companies or instrument trusts ("the International
Funds") and certain institutional investors reduced its holdings in Basilea
Pharmaceutica Ltd. on November 4, 2009 to 284,195 registered shares
corresponding to 2.97% of the voting rights. The notification was published on
the SIX Issuer Reporting Platform on November 7, 2009.
On
December 11, 2009 State of New Jersey Common Pension Fund D, P.O. BOX 290,
Trenton, NJ 08625-0290, United States of America, notified Basilea
Pharmaceutica Ltd. that it has increased its shareholdings in Basilea
Pharmaceutica Ltd. on December 9, 2009 to 299,935 holdings corresponding to
3.13% of the voting rights. The notification was published on the SIX Issuer
Reporting Platform on December 15, 2009.
On
December 17, 2009 Credit Suisse Asset Management Funds AG, Kalandergasse 4,
8045 Zurich, Switzerland, notified Basilea Pharmaceutica Ltd. that it has
decreased its shareholdings in Basilea Pharmaceutica Ltd. on December 11, 2009
to 477,812 holdings corresponding to 4.99% of the voting rights. The
notification was published on the SIX Issuer Reporting Platform on December 19,
2009.
On
December 17, 2009 Credit Suisse Asset Management Funds AG, Kalandergasse 4,
8045 Zurich, Switzerland, notified Basilea Pharmaceutica Ltd. that it has
increased its shareholdings in Basilea Pharmaceutica Ltd. on December 14, 2009
to 481,388 holdings corresponding to 5.03% of the voting rights. The
notification was published on the SIX Issuer Reporting Platform on December 19,
2009.
Registered Shareholders
According
to the share register, the shareholders shown on the following table held 3% or
more of the shares and voting rights of Basilea as of December 31, 2009:
|
Shareholder |
Number of registered shares |
Ownership percentage |
|
Chase Nominees Ltd., London
Wall 125, London WC2Y 2AJ,
United Kingdom
(registered without voting rights) |
979 311 |
10.2 |
|
Pictet Funds Europe SA – Rub
Biotech, Boulevard Royal 1,
2449 Luxembourg,
Luxembourg |
700 408 |
7.3 |
|
Roche Finanz AG,
Grenzacherstrasse 122,
4058 Basel, Switzerland |
605 827 |
6.3 |
|
Varuma AG,
Aeschenvorstadt 55,
4051 Basel, Switzerland |
395 000 |
4.1 |
|
State of New Jersey Common
Pension Fund D,
50 West State Street, Trenton, New Jersey 08625, USA |
385 000 |
4.0 |
The
numbers of shares and ownership percentages in the table above are given according
to the share register report as per December 31, 2009, and take into account
changes in share capital caused by the exercise of options during 2009. Further
indications on significant shareholders are reflected in note 10 (Significant
Shareholders) to the Financial Statements of the Annual Report 2009 pursuant to article 663c CO.
Cross-Shareholdings
No cross-shareholdings existed as of December 31, 2009.
Capital Structure and Shares
Share Capital
The
share capital of Basilea as of December 31, 2009, amounted to CHF 9,584,921
consisting of 9,584,921 registered shares with a par value of CHF 1 per share.
The share capital is fully paid up. As of December 31, 2009, the Company did
not hold any shares of Basilea.
Authorized Capital and Conditional Capital
As
of December 31, 2009, total authorized capital amounts to CHF 2,000,000 and
total conditional capital amounts to CHF 2,815,220.
On April
29, 2009, the ordinary shareholders’ meeting approved to extend the authorized
capital in the amount of CHF 640,000 (640,000 registered shares with a par
value of CHF 1 each), and approved additional authorized capital in the amount
of CHF 1,360,000 (1,360,000 registered shares with a par value of CHF 1 each),
both valid until April 29, 2011, which was entered into the Commercial Register
of Basel-Stadt on the same day. The timing as well as the terms and conditions
of the issuance of new shares are to be set by the Board of Directors. Newly
issued shares must be fully paid up. The Board of Directors is entitled to
exclude the preferential subscription right ("Bezugsrecht") of shareholders for
the authorized capital in the amount of CHF 2,000,000 if the capital increase
is made for strategic or financial purposes.
Furthermore,
shareholders approved to increase the conditional capital of up to CHF 2,828,738
(2,828,738 registered shares with a par value of CHF 1 each), to be fully paid
up, in the ordinary shareholders’ meeting of April 29, 2009. CHF 2’188’738 of
the conditional capital were reserved for the exercise of option rights granted
under the Company’s stock option plan at a strike price to be set by the Board
of Directors, and CHF 640,000 are reserved for the exercise of option or
conversion rights granted to the holders of options or bonds in connection with
new bonds or similar debt instruments that would be issued by Basilea or one of
its subsidiaries, and for which the Board of Directors is entitled to set the
conditions. The preferential subscription rights of shareholders are excluded
under the conditional capital. The prior subscription right of shareholders
("Vorwegzeichnungsrecht") is granted for the portion of CHF 640,000, but its
exercise is limited to three working days. The minimum issue price for shares
issued in connection with bonds or similar debt instruments has to amount to at
least CHF 75 per share. Relating to bonds or similar debt instruments connected
with conversion or option rights for which the prior subscription right is
withdrawn, the option rights may be exercised only during a maximum period of
seven years, and the conversion rights only during a maximum of ten years.
In
2009 13,518 (2008, 27,725, 2007: 378,172) registered shares with a par value of
CHF 1 per share were issued under the conditional capital in connection with
the exercise of stock options under Basilea’s stock option plan.
Any
shares issued under the authorized or conditional capital are subject to the
transfer restrictions set forth under "Limitations on Transferability of Shares
and Nominee Registrations").
Changes in Capital
In
2009, Basilea increased its share capital by CHF 13,518 registered shares with
a par value of CHF 1 per share) as a result of the exercise of stock options
under the Basilea’s stock option plan.
In
2008, 27,725 registered shares were issued as a result of the exercise of stock
options under Basilea's stock option plan.
In
2007, Basilea increased its share capital by CHF 1,380,000 (1,380,000
registered shares with a par value of CHF 1 per share) in connection with an
offering to existing shareholders honoring the preferential subscription rights
and in a global offering of the shares which had not been subscribed by
existing shareholders. In addition, in 2007, 378,172 registered shares were
issued as a result of the exercise of stock options under Basilea’s stock
option plan.
For
further information on changes in capital in 2009, 2008 and 2007, including
changes in reserves and retained earnings, please refer to the Consolidated
Statement of Changes in Shareholders’ Equity as well as note 13 (Shareholders’
Equity) to the Consolidated Financial Statements, and note 6 (Share
Capital, Authorized Capital and Conditional Capital) to the Financial
Statements of Basilea. Please also refer to the Consolidated Statement of
changes in Shareholders’ Equity included in the Annual Reports 2008, 2007 for
information on changes in equity in 2008 and 2007.
Shares
Basilea
has only one class of shares (registered shares) and the par value of Basilea’s
shares is CHF 1 per share. Each share is fully paid up and carries one vote and
equal dividend rights, with no special privileges.
Participation and Profit Sharing Certificates
Basilea has not issued any participation or profit sharing certificates.
Limitations on Transferability of Shares and Nominee Registrations
Basilea’s
shares are not certificated since its IPO. Shareholders are not entitled to
request printing and delivery of share certificates, but Basilea may, in its
sole discretion, decide to print and deliver share certificates. Any
shareholder may, however, at any time request Basilea to issue a confirmation
regarding its shareholding, but such confirmation is not a negotiable
instrument.
The
transfer of shares occurs through an entry in the books of a bank or depository
institution following an assignment in writing by the selling shareholder and
notification of such assignment to Basilea by the bank or the depository
institution. It is planned to receive approval of the necessary changes of the
Basilea Articles of Incorporation, which are required due to the coming into
force of the FISA (Swiss Federal Act on Intermediated Securities) on January 1,
2010, at the Annual General Meeting scheduled for March 30, 2010.
A
transfer of shares further requires that a shareholder files a share
registration form in order to be registered in the share register of Basilea
with voting rights. Failing such registration by the respective deadline set by
the Board of Directors, a shareholder or usufructuary ("Nutzniesser") may not
vote at, or participate in a shareholders’ meeting, but is still entitled to
receive dividends and other rights of financial value. No exemptions were
granted from the above restrictions in 2009.
According
to article 5 of Basilea’s Articles of Incorporation, a purchaser of shares will
be recorded in Basilea’s share register as a shareholder or usufructuary with
voting rights if the purchaser discloses its name, citizenship or registered
office, respectively, and address, and gives a declaration that it has acquired
the shares in its own name and for its own account. According to the nominee
regulation enacted by the Board of Directors, a person or legal entity not
explicitly stating in its registration request that it will hold the shares for
its own account ("nominee") may be entered as a shareholder in the share
register with voting rights for shares up to a maximum of 3% of the outstanding
nominal share capital, provided such nominee enters into a nominee agreement
with Basilea. Shares held by a nominee that exceed this limit are only
registered in the share register with voting rights if such nominee declares in
writing to disclose name, address, and shareholding of any person or legal
entity for whose account the nominee is holding 0.5% or more of the outstanding
nominal share capital. The limit of 3% shall apply correspondingly to nominees
who are related to one another through capital ownership or voting rights or
have a common management or are otherwise interrelated.
Basilea’s
Articles do not further limit the transferability of shares. A qualified
majority of at least two-thirds of the share votes represented as well as the
majority of the par values of shares represented at a shareholders’ meeting are
required for resolutions on transfer restrictions of Basilea’s shares. For
further information on the registration in the share register, please refer to
the section "Registration in the Share Register".
Shares
may only be pledged by written pledging agreement to the bank that administers
the book entries of such shares for the account of the pledging shareholder.
Basilea does not need to be notified of such pledging.
Convertible Bonds and Options
For
information on the stock option plan for directors, management and employees,
and on the number of options granted thereunder, please refer to note 12 (Stock-Based
Compensation) to the Consolidated Financial Statements included in
the Annual Report 2009.
As of December 31, 2009 there were no convertible bonds of the Company outstanding.
Board of Directors
Members, Functions and Other Activities
The following table sets forth the name and terms of the current members of the Board of Directors:|
Name |
Year of first election |
End of current election period |
|
Mr. Werner Henrich, Chairman |
2000 |
2010 |
|
Mr. Steven D. Skolsky, Vice-Chairman |
2008 |
2011 |
|
Mr. Hans-Beat Gürtler |
2009 |
2012 |
|
Prof. Daniel Lew |
2003 |
2012 |
|
Mr. Claude Schreiner |
2007 |
2010 |
|
Dr. Anthony Man |
2004 |
2011 |
|
Mr. Ronald Scott |
2004 |
2011 |
 |
 |
 |
 |
|
Mr. Werner Henrich
|
Dr. Anthony Man |
Mr. Steven D. Skolsky |
Prof. Daniel Lew |
 |
 |
 |
|
|
Mr. Claude Schreiner |
Mr. Ronald Scott |
Mr. Hans-Beat Gürtler |
|
A description of each member’s nationality, business experience, education and activities is outlined below:
Werner Henrich, Chairman,
was born in 1943 and is a French citizen. He has an education as a chemist and
European patent attorney. He worked for F. Hoffmann-La Roche Ltd. ("Roche") in Basel for more than 30
years. Mr. Henrich held various positions at Roche including Head of Global
Intellectual Property and Pharmaceutical Licensing for more than 12 years. He
was also a member of the Roche Pharmaceutical Division Executive Board. In this
function Mr. Henrich was responsible for intellectual property activities of
all Roche divisions and for major pharmaceutical transactions including research
collaborations, patent settlements, licensing-in and -out as well as product
acquisitions. From February 2001 to October 2001, Mr. Henrich acted as CEO of
Basilea. He retired from Roche in November 2003. Mr. Henrich has a wide
experience in the pharmaceutical industry both with start-ups and large pharmaceutical
companies. Mr. Henrich is also a member of the board of directors of Actelion
Ltd., Allschwil and Addex Pharmaceuticals Ltd., Geneva, Swiss biopharmaceutical companies
listed on the SIX Swiss Exchange. He acts as a consultant for several
biopharmaceutical companies on a part-time basis.
Steven D. Skolsky, Vice-Chairman, was born in 1956, is a U.S.
citizen, and holds a Bachelor of Arts degree in Biology from the University of North Carolina
at Chapel Hill. Mr. Skolsky has over 28 years
of general management and international pharmaceutical experience with emphasis
on product strategy, commercialization and product development. He currently
serves as the President and Chief Executive Officer of Sequoia Pharmaceuticals,
a privately held U.S.
based company specializing in novel antiviral therapeutics. Prior to his
appointment at Sequoia, he held the position of Chief Executive Officer at Trimeris,
Inc, a publicly held company that discovered and commercialized Fuzeon®, a novel, first-in-class HIV therapeutic in collaboration with partner F.
Hoffmann-La Roche. Previously, Mr. Skolsky served over 23 years at GlaxoSmithKline
in a range of senior leadership roles, including Senior Vice President, Global
Product Strategy and Clinical Development, and Managing Director of GSK’s
operations in Australia and New Zealand.
Hans-Beat Gürtler was
born in 1946, is a Swiss citizen, and holds a Commercial Diploma. He currently
serves as management partner for entrepreneurial investments of Varuma AG, a
privately held Swiss investment company. He is Member and President of the
Boards of Directors of several Swiss-based companies, most of them start-ups
and SMEs, primarily in the pharma and biotech sector. Prior to joining Varuma,
he held the position of Global Chief Executive Officer at Novartis Animal
Health in Basel
where he was responsible for the worldwide business, including research,
development, manufacturing and marketing, of animal pharmaceuticals for pets
and farm animals. Previously, Mr. Gürtler held various management positions at
Ciba-Geigy Ltd., including business responsibilities in Eastern
Europe, the Northern Hemisphere and the global pest-control
business. As CEO of Mahissa, Ciba-Geigy's Seeds business in Spain, he lived in Barcelona for several years.
Daniel Lew was
born in 1948 and is a Swiss citizen. He is a Professor of Medicine at the
University of Geneva Medical School and Chief of the Service of Infectious
Diseases, Department of Internal Medicine at the Geneva University Hospitals.
He obtained his MD degree from Geneva University in 1976 and specialized in infectious
diseases both in Geneva and then subsequently at
Harvard Medical
School and Massachusetts
General Hospital in Boston, Massachusetts,
United States. He
is a recipient of numerous scientific awards and grants for his research work.
Professor Lew lectures widely, acts both as reviewer and editor for several
major scientific journals, and is author of many publications on neutrophil
function, bacterial pathogenesis and drug resistance.
Claude Schreiner was
born in 1942 and is a French citizen. He studied Economics at the University of Strasbourg
(France)
and has extensive experience in business and commerce. He started his career at
Roche in 1966 and held various positions in the Pharma Division as well as in
the Vitamins & Fine Chemicals Division at the Head Quarters in Basel. In 1978 he was appointed Head of the Vitamins & Fine Chemicals Division of Roche in France and
subsequently General Manager of Roche’s main agrochemicals company, La
Quinoléine S.A. In 1990, Mr. Schreiner became Head of the Roche Vitamins & Fine
Chemicals Division for Western Europe and later General Manager of Roche France.
In 2001 he took over as Head of Western European Pharma Operations and became a
Member of the Roche Pharma Division Executive Committee. Mr. Schreiner has
retired from Roche at the end of May 2007.
Anthony Man, Chief Executive Officer, MD, FRCP, was born in 1956, is a Swiss citizen and holds an honor’s degree
in biochemistry in addition to a medical degree. He is an elected Fellow of the
Royal College of Physicians (UK).
Dr. Man has over 20 years international pharmaceutical industry experience and
has developed numerous successful products particularly in oncology. He has
held a variety of senior positions spanning preclinical development to
registration and commercialization while at Lederle, Roche, Ciba-Geigy AG, and
Novartis AG. As Chief Development Officer at Basilea from 2001 to 2003, he
built up the drug development organization and advanced all key development products
through their major milestones. In April 2003, Dr. Man was appointed as Chief Executive
Officer.
Ronald Scott, Chief
Financial Officer, was born in 1955 and is a Swiss citizen. Prior to joining
Basilea, he worked for nine years at Roche in management positions in
Pharmaceutical Finance, Licensing, and the Roche Corporate Finance Mergers and
Acquisitions group. His assignments included managing Roche’s call, primary and
secondary offerings on Genentech; Roche’s biotechnology investment portfolio; acquisitions
and divestitures. Prior to joining Roche, Mr. Scott worked for Prudential
Investment Corporation in the United
States as director in Prudential’s Finance
and International Business Development Units, managing divestitures and joint
venture transactions.
Dr.
Man, CEO of Basilea, and Mr. Scott, CFO of Basilea, are executive members of
the Board of Directors. Neither Dr. Man nor Mr. Scott is member of any of the
Board Committees. All other members were non-executive board members in 2009.
Mr.
Henrich, Chairman of the Board, acted as CEO of Basilea from February 2001 to October
2001. None of the other non-executive members of the Board of Directors served
in the management of Basilea or any of its subsidiaries since inception of
Basilea. In addition, Mr. Henrich acted as a consultant to Basilea in 2009.
There
are no other significant business connections between non-executive members of
the Board of Directors and Basilea or any of its subsidiaries. For further
information, please refer to note 18 (Related Party Transactions) to
the Consolidated Financial Statements of the Annual Report 2009.
Elections and Terms of Office
Basilea’s
Articles provide for a Board of Directors consisting of between one and eleven
members. Members of the Board of Directors are appointed and removed exclusively
by shareholders’ resolution. Their term of office is up to three years,
re-election being allowed. According to the Articles, elections are made by
rotation in such a way that the term of office of about one third of the
members of the Board of Directors may expire every year. The Chairman and the Vice-Chairman
of the Board of Directors are designated by the Board of Directors.
According
to the current organizational regulations of Basilea ("Organizational
Regulations") enacted by the Board of Directors, each member of the Board of
Directors shall resign effective as per the ordinary shareholders’ meeting
immediately following completion of his or her 70th year of age, even if the
term of office has not yet expired. Newly elected members enter into the term
of their predecessors.
Changes in the Board of Directors
Prof.
Daniel Lew was re-elected as member of the Board of Directors for a term of three
years, at the ordinary shareholders’ meeting on April 29, 2009. Dr. Andreas
Wicki left his position as Vice-Chairman in order to fully focus on other
tasks. The terms of Prof. Peter van Brummelen and Dr. Walter Fuhrer expired at
the ordinary shareholder’s meeting on April 29, 2009 and they did not stand for
another term of office. Mr. Hans-Beat Gürtler was elected as a new member of
the Board of Directors subsequent to the ordinary shareholder’s meeting on
April 29, 2009, Mr. Steven D. Skolsky was confirmed Vice-Chairman.
For an overview of the years of first election and of expiry of the current terms of each member of the Board of Directors, please refer to the section "Board of Directors/Members, Functions and Other Activities".
Internal Organization and Areas of Responsibility
Responsibilities of the Board of Directors
The
Board of Directors is entrusted with the ultimate direction of Basilea and the
supervision of management. The Board of Directors’ non-transferable and irrevocable
duties include to ultimately manage the corporation and to issue the necessary
directives, to determine the organization, to organize the accounting system,
the financial controls as well as the financial planning and to appoint, recall,
and ultimately supervise the persons entrusted with the management and representation
of Basilea. Furthermore, these duties comprise the responsibility for the
preparation of the annual report and the shareholders’ meeting, the carrying out
of shareholders’ resolutions and the notification of the judge in case of over
indebtedness of Basilea.
In
addition or specification of these duties, the Board specifically retains
certain main decision-making competencies, including setting the strategy and
short and long-term goals of Basilea; all M&A transactions as far as no
shareholder approval is required; decisions on annual budgets; the general
direction of research and development (e.g. therapeutic areas covered, areas of
priority and third party co-operations); general policies in relation to
personnel matters, including basic principles related to benefit and incentive
plans; certain communication tasks towards shareholders and the public as
required by applicable laws and regulations; and general policies on
outsourcing versus internal functions for manufacturing, sales and marketing.
According
to the Organizational Regulations, resolutions of the Board of Directors are
passed by way of simple majority. To validly pass a resolution, more than half of
the members of the Board of Directors must attend the meeting. No quorum is
required for confirmation resolutions ("Feststellungsbeschlüsse") and
adaptations of the Articles in connection with capital increases pursuant to
articles 651a, 652g and 653g of the Swiss Code of Obligations.
Chairman of the Board of Directors
The
Chairman of the Board calls, prepares, and chairs the meetings of the Board of
Directors. The Chairman also chairs the shareholders’ meetings. He supervises the
implementation of the resolutions of the Board of Directors and generally
supervises the CEO and his Management Committee, who regularly reports to the Chairman
on the meetings of the Management Committee and on all important matters of the
Company. The Chairman is also entitled to attend the meetings of the Management
Committee. In urgent matters that do not allow for the Board of Directors to
take resolutions in time, the Chairman is entitled to take decisions that fall
within the competencies of the Board of Directors. The Vice-Chairman of the
Board of Directors exercises the powers of the Chairman in the Chairman’s absence.
Board Committees
The
Board of Directors established an Audit Committee and a Compensation Committee
in 2003. The tasks and responsibilities of these Committees are set forth in
the Organizational Regulations. These Committees make proposals to the Board of
Directors in their areas of responsibilities while the resolutions are passed
by the Board of Directors. The Board determined to retain nomination responsibilities
for the full Board of Directors.
In
the meeting of the Board of Directors subsequent to the ordinary shareholder’s
meeting on April 29, 2009, the following Audit Committee was elected or confirmed, respectively: Mr. Claude Schreiner
(Chairman), Prof. Daniel Lew and Mr. Hans-Beat Gürtler.
Until
April 29, 2009, the Audit Committee consisted of Dr. Andreas Wicki (Chairman), Prof.
Peter van Brummelen, Dr. Walter Fuhrer, and Mr. Claude Schreiner, who were all
non-executive members of the Board of Directors.
The
Audit Committee assists the Board of Directors in fulfilling its duties of
supervision of the management. It is responsible for the guidelines of Basilea’s
risk management and internal control system, and the review of their adequacy
and effectiveness, the review of the compliance, the assessment of the external
auditors’ quality and work and the review of their audit plans, the monitoring
of the independence of external auditors (including the authorizing of nonaudit
services by the auditors and their compliance with applicable rules), the
proposal of new auditors, if necessary, to the Board of Directors, the review
of annual and interim financial statements, the review of the audit results,
and the monitoring of the implementation of the findings by the Management
Committee. The Audit Committee is at all times authorized to inspect the books
and records of Basilea and to request information from and meetings with all
management bodies and employees of Basilea as well as its external auditors.
The
Audit Committee held four meetings at the offices of Basilea in 2009, with a
duration of approximately one half-day to a full day. The main topics at these
meetings were the review of the year-end financial statements and Annual Report
2008; the review of the half-year financial statements 2009; the review of the
annual budget 2010; financial and non-financial risk management and the scope
of the external audit 2009. The external auditors were present at two Audit
Committee meetings in 2009 to report on the results of the audit 2008 and the
half-year review 2009. The respective recommendations of the Audit Committee
were then further discussed for approval or modification by the full Board of
Directors.
In
the meeting of the Board of Directors subsequent to the ordinary shareholder’s
meeting on April 29, 2009, the following Compensation Committee was elected or confirmed, respectively: Mr. Werner Henrich
(Chairman), Mr. Claude Schreiner, Mr. Steven D. Skolsky and Mr. Hans-Beat
Gürtler.
The
Compensation Committee assists the Board of Directors in compensation-related
matters. It provides the Board of Directors with recommendations on the
compensation of the members of the Board of Directors and of the Management
Committee, the policies for the compensation of the Management Committee and
Basilea’s other employees, and the basic principles for the establishment,
amendment and implementation of Basilea’s stock option plan.
The
Compensation Committee held three meetings in 2009 each with a duration of one
or more hours. The main topics at these meetings included the review of the 2008
achievements versus the planned Company objectives and determination of the
performance-related bonus pool; the annual general salary increases; the grant
of options; and the general remuneration of members of the Management Committee
and employees. The respective recommendations of the Compensation Committee
were then further discussed for approval or modification by the full Board of
Directors.
Working Methods of the Board of Directors and its Committees
According
to the Organizational Regulations, the Board of Directors must hold at least
four meetings per year. When required, the Board of Directors holds ad hoc
meetings or telephone conferences to discuss specific issues or passes
resolutions by way of circulation.
In
2009, the Board of Directors held nine meetings with a typical duration of one-half
to one day. Except for four meetings, all were held at the offices of Basilea. Three
meetings were held by telephone conference. The overall attendance rate (in
person or by phone) was more than 90%.
The
members of the Management Committee report to the Board of Directors at each
board meeting on the status of operations, especially related to the progress
of clinical development, commercial operations and research programs as well as
the status of drug supply and licensing activities. In addition, an update is
given at board meetings on the status of the Company’s share price development.
The
Board Committees report about their Committee meetings to the full Board of
Directors at the board meeting following the relevant Committee meeting. Any
resolutions on matters assigned to the Committees are taken by the Board of
Directors on the basis of recommendations of the relevant Committee.
Responsibilities of the Management Committee
In
accordance with the Articles and the Organizational Regulations, the Board of
Directors has delegated all areas of management of Basilea that are not
reserved by law, the Articles or the Organizational Regulations, to the Board
of Directors (see section "Responsibilities of the Board of Directors"),
to the CEO, and the Management Committee reporting to the CEO. The main duty of
the CEO with the assistance of the Management Committee is to operationally
manage the Company, to implement the strategies and other decisions of the
Board of Directors, to make proposals to the Board of Directors regarding
matters constituting decision making competencies of the Board of Directors, to
set the operative focus and priorities as well as to procure the necessary
resources.
Information and Control Instruments of the Board of Directors
The
board meetings are the Board of Directors’ main platform to supervise and
control the management. At each board meeting, the CEO and CFO report on the
financial, business, research and development status, with a particular focus
on the main risks of the Company related to its key value drivers, respective
measures taken and related strategic proposals. The Board of Directors from
time to time also calls upon further members of the Management Committee and
management to attend board meetings for reporting purposes.
In
addition, management provides interim updates to the Board of Directors as
necessary on the status of operations and other issues that may be requested by
the Board of Directors. The main components of these updates are the status of
commercial operations, development and research programs as well as the status
of the drug supply activities. Furthermore, management provides a monthly
financial report to the Board of Directors including an unaudited consolidated
balance sheet, profit and loss statement and statement of cash flows for the
respective month. The financial report further includes comparisons of actual
versus budget numbers.
The
audited consolidated financial statements for the previous financial year are
provided to the Audit Committee for their review at the end of
January/beginning of February of each year. The consolidated interim financial
statements for the half-year are provided to the Audit Committee at the end of
July/beginning of August of each year. The financial statements are then
recommended by the Audit Committee to the full Board of Directors at its
subsequent meeting.
Furthermore,
around November of each year, upon recommendation of the Audit Committee, the
Board of Directors approves the annual budget of the Company for the following
year. The Audit Committee reviews any budget changes as may occur from time to
time related to strategic changes or opportunities. In the event the Audit
Committee recommends any changes to the budget, the Board considers and may
determine to approve such budget changes consistent with the strategy of the
Company.
The Board of Directors additionally requests the auditors to issue a written report on any of their findings with respect to internal controls as a result of their audit procedures.
Management
(as of February 1, 2010)
Members, Functions and Other Activities
The
Management Committee comprises certain executives including the CEO. Under the
responsibility of the CEO and the supervision of the Board of Directors, it
conducts the operational management of the Company pursuant to the
Organizational Regulations and provides reports to the Board of Directors under
the direction of the CEO at least on a monthly basis. Under the direction of
the CEO, the Management Committee focuses on the corporate goals, budget,
portfolio review and risk management, and as needed on organizational
structure, corporate policies and corporate strategies. In addition, regular
operational management meetings for the different functions are held. These
operational management meetings, chaired by the responsible Management
Committee member, mainly focus on significant operational issues concerning execution
of goals, budget, resources, new business proposals, and priorities. The
participants of these management operational meetings are key people on a
managerial level, the CEO, and Management Committee members as required.
The
following table sets forth the name, date of appointment and position of the
current members of the Management Committee. In addition, a short description
of each member’s nationality, business experience, education and activities is
outlined below.
|
Name |
Appointed |
Position |
|
Dr. Anthony Man |
2003 |
Chief Executive Officer |
| Dr. Ingrid Heinze-Krauss | 2006 | Chief Technology Officer |
|
Prof. Achim Kaufhold |
2010 |
Chief Medical Officer |
|
Dr. Laurenz Kellenberger |
2009 |
Chief Scientific Officer |
|
Mr. Hans Christian Rohde |
2007 |
Chief Commercial Officer |
|
Mr. Ronald Scott |
2000 |
Chief Financial Officer |
|
|
 |
| ||
|
Dr. Anthony Man |
|
Dr. Ingrid Heinze-Krauss |
|
Mr. Ronald Scott |
|
|
|
|
|
|
 |
 |
 | ||
|
Mr. Hans Christian Rohde |
|
Dr. Laurenz Kellenberger |
|
Prof. Achim Kaufhold |
For information on Anthony Man, Chief Executive Officer, and Ronald Scott, Chief Financial Officer, please refer to the section "Board of Directors" above.
Ingrid Heinze-Krauss, Chief
Technology Officer, is a German citizen, holds a PhD in organic chemistry from
the University of Freiburg, Germany, and was a fellow at the University of Massachusetts,
USA.
She joined Basilea in 2001 and built up the supply chain management group.
Prior to joining Basilea she held a series of managerial positions in Pharma
Research at Roche, including Area Head Medicinal Chemistry
in Antibacterial Research and R&D project management.
Achim Kaufhold, Chief Medical Officer,
a German citizen,
holds a medical degree from the University
of Cologne. During his 10-year academic career he worked in the fields of
paediatrics, basic and applied medical microbiology, laboratory medicine and
infectious diseases in Germany
and the USA.
Achim Kaufhold is Professor of Medical Microbiology and Infectious
Diseases and a member of the Faculty of Medicine of the University of Aachen,
Germany. Dr. Kaufhold has spent more than 16 years in senior management positions
in the biotech and pharmaceutical industry, mainly in leadership roles in
research, product and business development, and general management. During his
industry career he was instrumental in the development, launch and life-cycle
management of numerous products in many parts of the world, including Europe
and the USA.
Prior to joining Basilea, Dr. Kaufhold was President & Chief Executive
Officer of Affitech A/S, previously Pharmexa A/S, Denmark. His previous senior
management roles included CMO & Vice President of
Development, Member of the Executive Committee at Chiron, now part of the
Novartis group; CMO, Head of Research, Product & Business Development,
Member of the Executive Committee at Berna Biotech, now a Crucell company; and Director
Clinical Development & Head of the Pediatric Vaccines Development Unit at
GlaxoSmithKline Biologicals with global responsibility for the development of
the company´s pediatric vaccine
portfolio.
Laurenz Kellenberger, Chief
Scientific Officer, a Swiss
citizen, holds a PhD in organic
chemistry from the Swiss Federal
Institute of Technology Zürich
(ETH Zürich). His scientific research continued at the University of Cambridge, UK and at Hoffmann-La Roche, Basel, Switzerland
where he held different
positions in preclinical research and
chemical technologies before joining Basilea in 2000. Dr. Kellenberger’s
expertise covers the range of synthetic organic and natural product chemistry
to microbial molecular genetics. He is author of numerous scientific
publications. At Basilea he held roles of increasing responsibility and served
as Head of Chemistry and member of the research management team with
responsibilities for key projects from lead finding and optimization through to
preclinical development.
Hans Christian Rohde, Chief
Commercial Officer, Danish citizen, holds a Master of Science from the
University of Copenhagen, August Krogh Institute, Sports Physiology and
Education. In addition, he holds an MBA from the University of Birmingham.
He has over 19 years of international experiences in the pharmaceutical industry.
He has held operational and strategic positions in sales, marketing and general
management across multiple therapeutic areas both in Europe and in the United States. His
pharma and biotech experience was gained with Syntex Danmark A/S, Novo Nordisk
A/S and Biogen Inc. Prior to joining Basilea he was Head of Global Therapeutic
Area Reproductive Health with Merck Serono SA, Geneva, Switzerland.
Management Contracts
There are no management contracts between Basilea and any third parties.For
further information on activities for the Company and changes in the Management
Committee, please refer to the sections "Board of Directors/Members, Functions
and other Activities" and "Management/Members, Functions and Other
Activities".
Compensation, Shareholdings and Loans
Content and Method of Determining the Compensation and Share Option Program
The
compensation of the members of the Board of Directors and of the Management
Committee is set and
reviewed annually by the Board of Directors, based on recommendations of the
Compensation Committee in accordance with Basilea’s compensation policies.
The
compensation of the members of the Management Committee includes a base salary,
as well as a bonus
and stock options. The bonus and the stock options are based on personal and
company performance. The bonus is calculated as a percentage of the base salary
whereby the maximum is determined in the employment contract. The range of
bonuses is between 25% and 40% of the base salary, whereby two members of the
Management Committee have a guaranteed minimum bonus of 20% of their base
salary provided that a bonus is distributed by Basilea. In addition, Basilea
contributes to the pension plan and maintains certain insurances for death and
invalidity.
The
Board of Directors decides annually, considering the recommendations of the
Compensation Committee, on the total amount of bonus to be granted based on the
achievement of the Company goals set by the Board of Directors annually. These
Company goals are related to the key value drivers of the Company, such as
successful completion of clinical trials, providing drug supply for clinical
trials, identification of clinical candidates, successful achievement of
commercial operations goals and financing these activities. In a second step,
the individual bonus for members of the Management Committee is determined by
the Board of Directors upon recommendation of the Compensation Committee based
on the individual performance and management’s respective contribution to
achieving the Company’s goals.
The
compensation of the members of the Management Committee and the members of the
Board of Directors is reviewed yearly by the Compensation Committee. As part of
this review, the Compensation Committee considers compensation packages at
comparable companies in the industry based on the experience of the Committee
members and publicly available information such that the Company remains
competitive in its sector. This review forms the basis for the recommendation
of the Compensation Committee to the Board.
The
compensation package for non-executive board members consists of a fixed annual
monetary compensation, a compensation based on meeting attendance and
engagement in board committees as well as stock options. In addition, Basilea
reimburses Director’s out-of-pocket expenses related to their engagement as
members of the Board. The non-executive board members obtain a fixed annual
compensation for their board membership of CHF 25,000. Furthermore, each non-executive
board member obtains a meeting fee of CHF 5,000 per meeting attended whereby
the maximum cumulated meeting fee paid per year is limited to CHF 25,000. In
addition, each non-executive board member acting as a member of the Audit or
Compensation Committee obtains an annual one-time committee fee of CHF 5,000.
The Chairman of the Board of Directors receives a fixed annual compensation of
CHF 37,500, an annual committee fee of CHF 7,500 and a meeting fee of CHF
7,500 per meeting attended whereby the maximum cumulated meeting fee paid is
limited to CHF 37,500.
Executive
members of the Board of Directors do not obtain any compensation for their
participation in the Board of Directors.
For further information on compensation and shareholdings, please refer to note 9 (Compensation and Shareholdings) to the Financial Statements of the Annual Report 2009.
Voting
rights may be exercised only after a shareholder has been recorded in Basilea’s
share register ("Aktienbuch") as a shareholder or usufructuary ("Nutzniesser")
with voting right. No exceptions from these restrictions were granted in 2009.
At
shareholders’ meetings, shareholders can be represented by proxy by a third
party who does not need to be a shareholder.
Subject
to the registration of shares in the share register within the deadline set
from time to time by the Board of Directors before shareholders’ meetings,
Basilea’s Articles do not impose any restrictions on the voting rights of
shareholders. Specifically, there is no limitation on the number of voting rights
per shareholder. For further information on the conditions for registration in
the share register (including in relation to nominees) and for attending and
voting at a shareholders’ meeting, please refer to the sections "Limitations on
Transferability of Shares and Nominee Registrations" and "Registration in the Share Register".
A
shareholder resolution with a qualified majority of at least two-thirds of the
share votes represented as well as the majority of the par values of the shares
represented at a shareholders’ meeting are required for the creation of shares
with privileged voting rights.
Statutory Quorums
There is no provision in the Articles requiring a quorum for shareholders´ meetings.According
to article 11 of the Articles, resolutions generally require the approval of
the absolute majority ("absolutes Mehr") of the share votes represented at the
shareholders’ meeting. Shareholders’ resolutions requiring such a majority
include amendments to the Articles (subject to the exceptions below), elections
of members of the Board of Directors, elections of the auditors and the group
auditors, approvals of the annual report, the annual financial statements and
consolidated financial statements of the Company, decisions regarding
dividends, decisions to discharge the members of the Board of Directors and the
management from liability for matters disclosed to the shareholders’ meeting,
and the ordering of an independent investigation into specific matters proposed
to the shareholders’ meeting ("Sonderprüfung").
Pursuant
to article 12 of the Articles, a resolution passed at a shareholders’ meeting
with a qualified majority ("qualifiziertes Mehr") of at least two-thirds of the
share votes represented as well as the majority of the par values of the shares
represented at a shareholders’ meeting are required for: (i) changes in
Basilea’s purpose; (ii) the creation of shares with privileged voting rights;
(iii) restrictions on the transferability of registered shares; (iv) an authorized
or conditional capital increase ("genehmigte oder bedingte Kapitalerhöhung");
(v) an increase of capital out of equity ("Kapitalerhöhung aus Eigenkapital")
against contributions in kind ("Sacheinlage") or for the purpose of an
acquisition of assets ("Sachübernahme") and the granting of special benefits;
(vi) the limitation or withdrawal of preferential subscription rights; (vii)
the change of the registered offices of Basilea; and (viii) the dissolution of
Basilea without liquidation (e.g. through merger). In addition, amendments of
the clauses of the Articles of Basilea on transfer restrictions, on the
conversion of registered shares into bearer shares as well as amendments to the
clause relating to such additional items requiring a qualified majority also
require the qualified majority mentioned before.
The
shareholders’ meeting may at any time convert registered shares into bearer
shares or bearer shares into registered shares through an amendment of the
Articles.
Convening of Shareholders´ Meetings and Agenda Items
The
shareholders’ meeting is the supreme institution of Basilea. Under Swiss law,
the ordinary shareholders’ meeting takes place annually within six months after
the close of the business year. Shareholders’ meetings may be convened by the
Board of Directors or, if necessary, by the auditors. The Board of Directors is
furthermore required to convene an extraordinary shareholders’ meeting if so
requested in writing by holders of shares representing at least 10% of the
share capital of Basilea, setting forth the items to be included on the agenda
and the proposals. Shareholders representing shares with a par value of at
least CHF 100,000 have the right to request in writing that an item be included
on the agenda of the next shareholders’ meeting, setting forth the item and the
proposals. According to article 7 of the Articles, the request to put an item
on the agenda has to be made at least 45 days prior to the shareholders’
meeting. Extraordinary shareholders’ meetings can be called as often as
necessary, in particular, in all cases required by law.
Shareholders’
meetings must be convened by publishing a notice in the Swiss Official Gazette
of Commerce ("Schweizerisches Handelsamtsblatt") at least 20 days prior to such
meeting. In addition, holders of registered shares may be informed by a letter
sent to the address indicated in the share register.
Registration in the Share Register
The
Board of Directors determines the relevant deadline for registration in the
share register giving the right to attend and to vote at the shareholders’
meeting ("Stichtag"). Such deadline is published by Basilea in the Swiss
Official Gazette of Commerce and the Company’s website, usually in connection
with the publication of the invitation to the shareholders’ meeting. In case
that such deadline for the ordinary annual shareholders’ meeting is already
determined by the Board of Directors prior to the printing of the Annual
Report, it will also be included in the Annual Report.
In 2009,
the deadline for registration in the share register in order to participate and
to vote at the ordinary shareholders’ meeting of April 29, 2009, was April 16,
2009. It is Basilea’s intention regarding future shareholders’ meetings that
this timeframe will not change significantly.
The
registration deadline for the ordinary shareholders’ meeting to be held on March
30, 2010, has been determined to be March 18, 2010.
Basilea
has not enacted any rules on the granting of exceptions in relation to these
deadlines.
For
further information on the registration in the share register, please refer to
the section "Limitations on Transferability of Shares and Nominee
Registrations" above.
The
Articles contain no provision which would rule out the obligation of an
acquirer of shares exceeding the threshold of 33 1/3% of the voting rights to
proceed with a public purchase offer (opting-out provision pursuant to article
22 para. 2 and 3 SESTA), or which would increase such threshold to 49% of the
voting rights (opting-up provision pursuant to article 32 para. 1 SESTA).
Clauses on Changes of Control
Basilea’s
stock option plan contains provisions in respect of changes of Basilea’s
shareholder base. The change of control definition in the stock option plan
includes the launch of any offer for the shares of the Company, which meets or
exceeds the mandatory offer threshold of 33 1/3% of all shares of the Company, if
such offer becomes unconditional (subject to conditions subsequent).
In
case of a change of control, all unexercised stock options of all option
holders, including, but not limited to stock options held by members of the
Board of Directors and of the Management Committee, vest and become
exercisable.
Furthermore,
upon a change of control, the provisions of the stock option plan cannot be
changed to the detriment of their holders and Basilea will hold the option holders
harmless for any income taxes or social security contributions that are due or
may become due related to the exercise, conversion or sale of stock options.
These provisions would also apply to stock appreciation rights under Basilea’s
stock option plan.
In
addition, with regard to all employment agreements of indefinite nature, the
period for terminations for any cause by the Company, will automatically and
immediately be extended to 12 months. In the event of any material change of
the particulars of the contract regarding the position and location, the employee
shall have the right to terminate employment with immediate effect resulting in
a severance payment of an annual salary by the Company. Material change means a
planned downgrading of more than one level in terms of position. In terms of
work place, any location outside the greater Basel area is considered material.
No
other change of control provision exists for the benefit of members of the
Board of Directors or of the Management Committee.
Auditors
Duration of the Mandate and Term of Office of the Lead Auditor
The
statutory and group auditors of Basilea are PricewaterhouseCoopers AG, Basel, Switzerland.
PricewaterhouseCoopers AG has held the function of statutory auditor since
inception of Basilea on October 17, 2000, and acts as group auditor since 2002.
The lead auditor of Basilea since inception of Basilea up to the shareholders’ meeting
in March 2008 has been Mr. Ralph R. Reinertsen. After seven years as lead
auditor, Mr. Ralph R. Reinertsen rotated-out in 2008. The lead auditor of Basilea
since March 2008 is Mr. Thomas Brüderlin.
Auditing Fees
In
2009, PricewaterhouseCoopers AG and its affiliates charged the Company auditing
fees in the amount of CHF 218'173.
Additional Fees
In
2009, PricewaterhouseCoopers AG and its affiliates have not charged the Company
any additional fees.
Control Instruments of the Auditor
The
Audit Committee of the Board of Directors assumes the task of supervising the
auditors. The Audit Committee meets with the external auditors at least once a year
to discuss the scope and the results of the audit and to assess the quality of
their services.
In
2009, the Audit Committee met with the auditors twice to discuss the scope and
results of their year-end audit for 2008, the scope of the 2009 audit as well
as the results of their review of the half-year financial statements per June
30, 2009.
Information Policy
Basilea
publishes financial results twice a year in form of an Annual Report and a Half-year
Report (Interim Report). In addition, Basilea informs shareholders and the
public regarding the Company’s business through press releases, conference
calls and roadshows. Where required by law or Basilea’s Articles of
Incorporation, publications are also made in the Swiss Official Gazette of
Commerce.
The
Annual Report is usually published within three months after the end of the
financial year, and no later than April, while the Interim Report is usually published
within two months after the end of the half-year reporting period. In addition,
key financial figures for the respective reporting period are disclosed in a press
release. Both, report and press release are usually published on the same day. The
intended release dates for the Annual and Interim Report will be posted on
Basilea's website (www.basilea.com) at
the end of the respective full or half-year reporting period.
The
Annual Report may be sent in printed form to all registered shareholders.
Annual Reports, Interim Reports and press releases can be obtained free of
charge in either German or English language versions upon request and are also made
available on the Company’s website.
Basilea's
website is the permanent source of information for investors and stakeholders.
It also provides information on the Company’s research and development programs
as well as contact information. In addition, it includes a corporate calendar
with information on events important to investors such as the annual
shareholders' meeting, conferences or analyst events. The corporate calendar is
continuously updated throughout the financial year.
The Company will provide general guidance to enable the investment community and
the public to better evaluate the Company and its business prospects for future
performance. The Board of Directors has issued a disclosing policy to ensure
that the investors will be informed in compliance with the requirements of the
SIX Swiss Exchange.
The
Company’s investor relations department is available to respond to
shareholders’ or potential investors’ queries under
investor_relations@basilea.com or via post at Basilea Pharmaceutica Ltd.,
Investor Relations, P.O. Box, CH-4005 Basel, Switzerland.
Additionally,
investor relations inquiries may also be made by phone at +41 61 606 1233.
A subscription service to Basilea's press releases is provided at
http://www.basilea.com/Investor-Relations/News-subscription.
The
Board of Directors issued an insider policy, which was reviewed and amended in
2006 in order to prevent insiders from benefiting from confidential
information. The policy defines guidelines on how to deter corporate insiders
from making use of confidential information. The Board of Directors has
established close periods to prevent insiders from trading during sensitive periods.
Ethical Business Conduct
The
Company is committed to the highest standards of ethical business conduct. As a
biopharmaceutical company, the Company is operating in a highly regulated business
environment. Strict compliance with all legal and health authority requirements,
as well as requirements of other regulators, is mandatory. The Company expects
that its employees, contractors and agents ("Personnel") observe the highest
standards of integrity in the conduct of Company’s business. The Code of
Conduct sets forth Company’s policy embodying the high standards of business
ethics and integrity required of all Personnel when conducting business affairs
on behalf of the Company. The Company is committed to complying with the spirit
and letter of all applicable laws and regulations where the Company engages in
business.
© 2010 Basilea Pharmaceutica Ltd.
