Eurobio Scientific team
Corporate Governance
Board of Directors
Executive Management
Composition
Eurobio Scientific is managed by a Board of Directors organised with a minimum of three members and a maximum of eighteen members.
The members of the Board of Directors each have a three-year renewable mandate.
No one may be appointed as a Director if, having exceeded the age of 75, his/her appointment brings the number of Directors who have exceeded this age to more than one third of the members of the Board. If this ratio is exceeded, the oldest Director is deemed to have automatically resigned at the end of the ordinary shareholder' general meeting called to approve the accounts for the financial year during which the excess occurs.
Directors do not necessarily need to be shareholders, they can be natural individuals or legal entities. Directors who are legal entities must, upon their appointment, appoint a permanent representative who is subject to the same rules and obligations and who incurs the same responsibilities as if he/she were a Director in his/her own name.
Directors are appointed by an ordinary shareholders' general meeting. In the event of vacancy due to death or resignation of one or more Directors, the Board of Directors may, between two shareholders' general meetings, make provisional appointments in order to fill in the vacancies. These appointments must be made within three months of each vacancy, when the number of Directors has fallen below the statutory minimum, without however being below the legal minimum.
The Board of Directors elects a Chairman from among its natural person members and sets his compensation. The Board of Directors also sets the term of office of the Chairman, which may not exceed that of his term as a Director. The age limit for the term of office of the Chairman of the Board of Directors is 75 years. If the Chairman in office exceeds this age, he/she is deemed to have automatically resigned.
Directors can be dismissed by the shareholders' general meeting. If the revocation is decided without just cause, it may give rise to the award of damages.
" To date, the members of the Board of Directors are Denis Fortier (Chairman and Chief Executive Officer), Jean-Michel Carle Grandmougin and Hervé Duchesne de Lamotte (Directors and Deputy Executive Officers), EurobioNext SAS represented by Grégoire Sentilhes, Michel Picot and Patrick de Roquemaurel (Directors). "
Functioning of the Board of Directors
Directors meet each time the corporate interest so requires, when convened by the Chairman at the location indicated by the author of the convening notification. They may be convened by any means of written communication subject to a notice period of at least three days. However, the notification may be verbal and without delay if all Directors agree.
Board meetings are chaired by the Chairman of the Board. In his absence, the present Directors appoint a Chairman of the meeting.
The Board of Directors deliberates validly only if at least half of its members are present. The decisions of the Board of Directors are taken by a majority of the present members.
Powers of the Board of Directors
The Board of Directors determines the orientations of the Company's activity and oversees their implementation. Subject to the powers expressly attributed by law to shareholders' meetings and within the limits of the corporate purpose, the Board of Directors deals with any topic related to the smooth running of Company operations, and settles all related matters through its deliberations.
The Board of Directors may delegate all powers to any agents of its choice, within the limits of the powers it holds under the law and the articles of association.
Audit Committee
The internal rules of the Board of Directors stipulate that the Audit Committee be composed of no less than two and no more than five members, with the majority of its members being independent and possessing financial and accounting skills.
The Audit Committee meets whenever required by the Company and at least twice a year, prior to the Board of Directors’ review of the annual and semi-annual financial statements. Financial and accounting managers of the Company may be asked to attend the Board of Directors’ meetings at the latter’s discretion.
When appointed, Committee members receive information concerning the accounting, financial and operational specifics in force within the Company and its Group. Prior to the publication of annual financial statements, the Audit Committee meets to review all risks.
Le comité d’audit a pour mission d’examiner :
- les comptes sociaux et consolidés annuels afin d’en faciliter l’arrêté ou la revue par le conseil d’administration ;
- les comptes consolidés semestriels ;
- les risques, les litiges et les engagements hors bilan significatifs ;
- la pertinence du choix et la permanence des méthodes comptables adoptées pour l’établissement des comptes sociaux et consolidés annuels ou des comptes consolidés semestriels ;
- la mise en œuvre des recommandations des commissaires aux comptes ;
- La procédure de sélection des commissaires aux comptes , la formulation d’avis sur le montant des honoraires sollicités pour l’exécution de leur mission de contrôle légal et le contrôle du respect des règles garantissant leur indépendance ;
- toute question de nature financière ou comptable qui lui est soumise par le Président du Conseil d’Administration, notamment le budget de la Société.
Statutory Auditors
Ernst & Young Audit
Represented by Mr. Patrick Cassoux
Tour First
1, Place des Saisons
92400 – Courbevoie
Appointed in the original Articles of Association of October 15, 1997 and renewed at the shareholders' general meeting of June 17, 2021 for a term of six fiscal years; namely, until the general meeting to be held in 2027 to approve the financial statements ended December 31, 2026.
Endrix (Formerly « SFC Audit »)
Represented by Mr. Nicolas Total
18, avenue Felix Faure
69007 – Lyon
Appointed at the shareholders' general meeting of December 27, 2019 for a term of six fiscal years; namely, until the general meeting to be held in 2025 to approve the financial statements ended December 31, 2024.
