Corporate Governance

The members of the Board of Directors are elected by the ordinary shareholders meeting for a term not exceeding three fiscal years and are eligible for re-election. The Chairman and the CEO are elected by the members of the Board. The Board of Directors meets as often as business requires, but at least six times per business year. Two members of the Board exercise executive functions, Mauro S. Ajani, CEO and Dr. Hans C. Tanner, CFO.

The management of Cosmo Pharmaceuticals S.p.A. is in the responsibility of the Board of Directors, which establishes the strategic, accounting, organizational and financing policies and appoints, recalls and supervises the members of the General Management. The duties of the Board are set forth in the Articles of Association and in the internal regulations governing the company’s organizational structure and operations.

According to the Italian civil code, the company is required to appoint the Board of Statutory Auditors, a supervisory body. This Board is elected by the ordinary shareholders meeting and is independent from both the Board of Directors and the company’s external auditor. The Board of Statutory Auditors oversees the the company’s compliance with the law and with the Articles of Association. It also verifies the administration and the information process and assesses the accounting reporting system.

Company Statute

Committees of the Board of Directors

Compensation Committee

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: Rolf Stahel (Head), Dieter Enkelmann and Dr. Friedrich von Bohlen und Halbach.

Nomination Committee

The committee selects candidates for the election of the Board and appoints senior management members.
Members are: Rolf Stahel (Head), Dieter Enkelmann and Dr. Friedrich von Bohlen und Halbach.

Audit Committee

The committee surveys the effectiveness of the external and the internal audit and monitors their mutual cooperation. It also assesses the quality of the internal audit system, the risk management and evaluates the state of compliance with the company’s norms. Furthermore the committee reviews the individual and consolidated financial statements.
Members are: Dieter Enkelmann (Head), Gian Luigi Bertolli and Rolf Stahel.