Corporate governance
Board of Directors
The Board of Directors is appointed by the General Meeting, which may assign specific titles to any of its members. Board members are appointed for a term determined by the General Meeting, up to a maximum of three years, commencing the day after the Annual General Meeting at which they are appointed and concluding at the end of the following Annual General Meeting in the subsequent year.
The Board is responsible for providing overall direction and oversight of management, and retains ultimate decision-making authority except for matters reserved for shareholder approval. Further details regarding the powers and responsibilities of the Board can be found in the Company’s Articles of Association.
The Board operates with the support of two standing committees, each chaired by a member elected by the Board:
Committees of the Board
Compensation and Nomination Committee
The Compensation and Nomination Committee supports the Board in matters relating to compensation, including the Company’s employee stock option plan (ESOP). It is responsible for reviewing and recommending the structure, size, composition, and succession planning of the Board, identifying and proposing candidates for Board membership in line with Dutch law, and developing guidelines for the appointment of Executive Management. The Committee also makes recommendations on compensation policies for Board members, management, and other employees.
Current members: John O’Dea (Chairman), Maria Grazia Roncarolo, Silvana Perretta.
Audit Committee
The Audit Committee oversees the integrity of the Group’s consolidated financial statements and related financial announcements. It manages the relationship with the Group’s external auditor and assists the Board in assessing principal risks facing the Group, including regular reviews of risk management and internal control systems.
Current members: John O’Dea (Chairman), Alessandro Della Chà, Maria Grazia Roncarolo.
External Auditor
For the financial year ending 31 December 2024, Cosmo Pharmaceuticals NV has appointed Deloitte Accountants B.V. as the Company’s independent auditor.
Cosmo Pharmaceuticals NV has appointed Deloitte Accountants B.V. as its independent auditor for the financial year ending on 31 December 2024.
Articles of association
English version
Articles of association
Dutch version
Ownership structure
Shareholders or groups of shareholder who own close to or more than 5% of Cosmo Pharmaceuticals’ share capital are listed in the table below.
Total shares issued as at 30 June 2025: 17,543,522
Disclosure of Equity Interest
Shareholders who hold equity interests in Companies listed on SIX have the legal requirement of disclosing their equity interests whenever their total holdings reach the level of 3%, 5%, 10%, 15%, 20%, 25%, 33 1/3%, 50% and 66 2/3% or fall beneath these levels.
All applicable shareholdings need to be reported to SIX. With the following link you will directly get to the announcements of Cosmo Pharmaceuticals on the SIX platform.
Management Transactions
Management and Board Members (as well as persons related) of companies listed on SIX have the legal obligation of reporting all their transactions in equities and related instruments of their Company.
All applicable transactions need to be reported to SIX. With the following link you will directly get to the announcements of Cosmo Pharmaceuticals on the SIX platform.