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. Four 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 Registration Document.
Rules of procedure of the Board of Directors
The Board of Directors is assisted by several committees:
The Audit Committee is composed of three directors of the Board, two 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.
Rules of procedure of the audit committee of the Board of Directors
The Compensation Committee is composed of three independent directors two of whom are independent, 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.
Rules of procedure of the compensation committee of the Board of Directors
The Environmental Social and Governance (ESG) Committee is composed of three directors, one of whom is independent. It was established by a decision of December 15, 2021. The ESG Committee is responsible for preparing discussions for the Board on issues relating to the Company’s social and environmental responsibility and for making recommendations to the Board of Directors in this area.
Rules of procedure of the ESG committee of the Board of Directors (in French)
Management Committee
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.
Governance and internal procedures
The Company has established a number of other internal bodies and procedures, for example, for financial controlling, project management and risk management.
Bylaws
Charter on regulated agreements and the procedure for evaluating ordinary-course agreements (In French)
