Oxurion has adopted a Corporate Governance Charter, based on the Belgian Corporate Governance Code. The purpose of the corporate governance rules is to ensure efficient and transparent management and effective control of the company. Our Board strongly believes that clear agreements on best practices may contribute to long-term value creation and to a proper balance between entrepreneurship and supervision.
Non-Executive, Independent Director
Thomas Clay is Vice-President of East Hill Management Company, LLC and Chairman and CEO of Golden Queen Mining Co., Ltd. He also serves as a Director of the Clay Mathematics Institute, Inc. Thomas is a graduate of Harvard College, Oxford University, and Harvard Business School, following in the footsteps of his father, Landon Clay, who led the first external investment into Oxurion until leaving the Board in 2011.
Patrik De Haes, MD
Patrik De Haes, MD, has over 25 years of experience in the global healthcare industry in product development, marketing and general management. Before joining the company as CEO in 2008, Patrik was Head of Roche's Global Insulin Infusion business. Prior to that he was President and CEO of Disetronic Medical Systems Inc., a medical device company based in Minneapolis, USA. He also led the global development and commercialization of the first biotech product at Sandoz Pharma (now Novartis) in Switzerland. Past Chairman of FlandersBio, Patrik is an active member of Belgium's local and regional biotech and life science community. He is also Executive Chairman of Oncurious NV, an oncology company co-created by Oxurion and VIB LIfesciences. Patrik holds a degree in Medicine from the University of Leuven.
David Guyer, MD
David Guyer, MD, is a long-standing member of the US retina community. He is Co-Founder and Executive Chairman of the Ophthotech Corporation, where he was previously CEO.
Dr Guyer is also on the boards of Sound Pharmaceuticals, iStar, and PanOptica. He co-founded and served as CEO and as a director of Eyetech Pharmaceuticals, Inc., which he led through private, public and corporate financings. He also oversaw its rapid development and successful commercialization of Macugen® (pegaptanib sodium), the first FDA-approved anti-VEGF pharmacological treatment for treatment of wet AMD. Dr Guyer also had a successful career in academic medicine as Professor and Chairman of the Department of Ophthalmology at New York University School of Medicine. Dr Guyer received his Bachelor of Science (BSc) degree from Yale College summa cum laude and his medical degree (MD) from Johns Hopkins Medical School. He completed his ophthalmology residency at Wilmer Ophthalmological Institute at Johns Hopkins Hospital and a retinal fellowship at the Massachusetts Eye and Ear Infirmary at Harvard Medical School.
Adrienne Graves, PhD
Dr. Adrienne Graves is a board member of multiple companies and organizations including Akorn Inc., Nicox, the American Society of Cataract and Refractive Surgery, the Glaucoma Research Foundation, and the American Academy of Ophthalmology. She was the president and chief executive officer of Santen Inc., the U.S. arm of Japan’s largest ophthalmic pharmaceutical company, Santen Pharmaceutical Co., Ltd. Before becoming the president and chief executive officer, she was the vice president of clinical affairs and senior vice president of worldwide clinical affairs for Japan, U.S. and Europe at Santen Inc. Prior to Santen Inc., Dr. Graves was the director of international ophthalmology at Alcon Laboratories, Inc. She was also the co-founder of Glaucoma 360 (Glaucoma Research Foundation) and Ophthalmic Women Leaders (OWL).
Dr. Graves received her bachelor’s degree in psychology with honors from Brown University, her Ph.D. from the University of Michigan in psychobiology and completed a postdoctoral fellowship in visual neuroscience from the University of Paris.
Baron Philippe Vlerick
Non-Executive, Independent Director
Philippe Vlerick is the owner, Chairman and CEO of several businesses in Belgium and abroad. He is currently Chairman and CEO of Vlerick Group (Belgium), Chairman and CEO of UCO NV, Chairman of Pentahold, Chairman of the Smartphoto Group, Chairman of the Festival Van Vlaanderen, and Commissioner-General of Europalia Romania.
Baron Vlerick is Vice Chairman of the KBC Group, Corelio, and Durabilis, and a member of the boards of directors of Exmar, Hamon & Cie, Besix Group, BMT, Etex and L.V.D. (Belgium). Mr Vlerick holds a degree in Philosophy and Law from the University of Leuven and an MBA in General Management (PUB) (Ghent, Vlerick School of Management – 1979). He also holds an MBA from Indiana University, Bloomington, USA (1980). He was chosen 2006 Manager of the Year by Trends, a leading business magazine in Belgium. He was granted the title of Baron in 2008, and became Commander of the Order of Leopold in 2013.
Non-Executive, Independent Director
Emmanuèle Attout was an audit partner at PricewaterhouseCoopers from 1994 to 2014, overseeing audits of a range of clients including banks, insurance companies, investment funds and asset managers. In recent years she managed the audits of listed companies and pharmaceutical and life sciences companies, giving her substantial experience that she now brings to the Board and the Audit Committee.
Emmanuèle is an independent non-executive director and member of the audit committees of Atenor SA and Schréder SA. She is co-founder and since 2009 director of the NGO Women on Board. She is on the board of Toutes à l'école Belgique asbl. Emmanuèle graduated in Applied Economic Sciences from the Catholic University of Louvain.
Our management team's expertise and experience in research, clinical development, commercialization and financing ensure Oxurion's long-term success. The Executive Committee, under the leadership of CEO Tom Graney, sets the company's vision and strategy and oversees the company's daily management.
Code of Business Conduct
Click here to read or download our Code of Business Conduct.
Belgian Corporate Governance Code
Click here to view the document
California Declaration of Compliance
Click here to view/download the PDF document
Articles of Association
Click here to view/download the Articles of Association (only available in Dutch)
Click here to view/download the ‘Request for proposal of external statutory Auditor mandate’ (in Dutch, English, French)
The Belgian Company Code and the company’s articles of association provide that each natural person or legal entity acquiring or transferring shares or other financial instruments of the company that entitle the holder thereof to voting rights, whether or not representing the company’s share capital (such as warrants or convertible bonds, if any), must, within two business days following the transaction, notify the company and the Financial Services and Markets Authority (“FSMA”) of the total number of voting financial instruments held by him each time where as a result of the acquisition or transfer the total number of voting financial instruments held by him after the transaction exceeds or falls below a threshold of 3%, 5%, 10%, or 15% (or every subsequent multiple of 5%) of the total number of voting financial instruments of the company at the moment of the transaction. If the number of voting financial instruments held by him is equal to or in excess of 20%, the notification must also contain a description of the policy in the framework of which the acquisition or transfer takes place, as well as how many voting financial instruments have been acquired over the last 12 months, and in which manner.
All persons acting individually must make the notification. It must also be made by affiliated persons or persons acting in concert with respect to the holding, acquisition, or transfer of voting financial instruments. In that event, the voting financial instruments of the affiliated persons or persons acting in concert must be combined for the purpose of determining whether a threshold is passed.
Persons that individually or jointly transfer or acquire the legal or factual control over a person holding 3% or more of the voting rights of the company must also notify this to the company and the FSMA.
The forms to make the aforementioned notifications, as well as further explanations can be found on the website of the FSMA (www.fsma.be). Upon receipt of a disclosure notice, the company has a term of one business day to publish the notice in the official notices of Euronext Brussels. In addition, the company must disclose in its annual report an overview of its important shareholders based on the disclosure notices that it has received.
The FSMA and the commercial court can suspend voting rights attached to voting financial instruments that have not been disclosed in accordance with the foregoing provisions. In addition, the president of the commercial court can also order the sale of the financial instruments to a third party. In any event, shareholders cannot vote at shareholders’ meetings with more voting rights than they have notified in accordance with the above rules at least 20 days prior to a shareholders’ meeting.