Date: 2016-01-29
Type of information: Restructuring
Compound:
Company: Molmed (Italy)
Therapeutic area: Cancer - Oncology - Rare diseases
Type agreement: restructuring
Action mechanism:
Disease:
Details: * On January 29, 2016, the Board of Directors of MolMed approved the establishment of a Nomination Committee and
the renewal of the Company's organizational structure, advancing in the Corporate Governance changing process, began last December with the appointment of Dr Palmisano as Chief Executive Officer. As regards the corporate governance, being the Board of Directors term close to expiry, it was considered appropriate to establish a Nomination Committee, consolidated with the Remuneration Committee, mainly consisted of independent members, which could express opinions on the next Directors’ ideal characteristics, providing the Company with the best possible management skills to face the forthcoming new phase of development. Therefore, the role of the Remuneration and Nomination Committee, whose members are Raffaella Ruggiero, Sabina Grossi e Didier Trono, will be of advisory and consulting to the Board of Directors
regarding the optimal composition of the Board, identifying and indicating the professional profiles that can facilitate its effective functioning.
The organizational structure renewal approved is aimed at improving the decision-making processes in terms of effectiveness and efficacy, at gaining greater organizational clarity, and therefore stronger offices accountability, and at putting more focus on the core activities for the future development of the Company. The project provides for the structure simplification, the merger of some support functions, to achieve the highest synergies, and for internal skills exploitation.
The new organizational structure of the Company, immediately effective, provides for the establishment of a single General Manager office, hold by Dr G. Paolo Rizzardi, and for the removal of the General Manager office for Corporate Governance & Administration, whose main functions directly report to the CEO.
* On October 22, 2015 , the Board of Directors of MolMed co-opted Dr. Riccardo Palmisano and Prof. Didier Trono as new members of the Board of Directors following the resignation from office, during the same meeting, of Mrs. Marina Del Bue, Mr. Germano Carganico and Mr. Lorenzo Salieri, respectively executive Director in charge of internal control and risk management, executive Director and nonexecutive Director. The resigning Directors did not serve on any of the Company’s Internal Committees. In addition, the Board of Directors postponed to the next meeting, scheduled on the 9th of November, any resolution on the co-optation of the third Director, who must comply with applicable legislation upon “gender quotas”, and the verification of the independence requirements of the new Directors and their compliance with
the maximum number of offices held in other companies, as defined by the Company.
Ms Del Bue and Mr Carganico decided to resign from the Board to allow the corporate governance strengthening and, maintaining their positions respectively as General Manager Corporate Governance & Administration and Director of Business Development and Strategic Affairs of MolMed, will focus on advancing the numerous and significant activities of the Company. Lorenzo Salieri’s decision aims to foster a change in the Board of Directors’ composition, allowing members
with specific international professional skills in the field to join to the Board; added to the decrease in the number of shares Science Park Raf S.p.A. - winding up - holds in MolMed S.p.A. and the termination of the shareholders agreement concerning the Company, expired on March 2015.
Dr. Palmisano is non-executive Chairman of the Board of Directors of Genzyme s.r.l. During his career, Dr. Palmisano successfully launched a large number of important products in many therapeutic areas, in both retail and hospital markets, participated and supported several international projects, and successfully negotiated pricing and reimbursement for several innovative drugs with the Italian Authorities. In 2008, Dr. Palmisano joined Assobiotec, the trade association, part of Federchimica, brings together Italian biotech companies, becoming Vice President, responsible for biotech pharma and health, in 2010. In recent years, he became involved in several initiatives dedicated to research and innovation: supports a number of start-up companies, in accomplishing the various steps needed to enter into the market; he is a member of the
evaluation committee of the “Area Salute” projects at UniCredit Startlab; a member of the Steering Committee
of Rare Partners, a non-profit company, dedicated to the development of new therapeutics and diagnostics in
the field of rare diseases; as well as a member of the projects evaluation group at AriSLA. Medical Doctor by education (Parma University), his career in the Italian pharmaceutical industry started in 1986 at Farmitalia Carlo Erba (1986), he then moved on to Gruppo Menarini (1988) where he contributed to the development and internationalisation of the first Italian pharmaceutical Group, becoming Director of the Pharmaceutical Division Italy in 1993 and General Manager at Lusofarmaco in 1995. His career in multinational companies started in 2000, year in which he set up all the operations of the Italian branch of Shire Pharmaceutical, in 2003 he was appointed Vice President Commercial Retail Market in GSK
Verona and, lastly, Vice President & General Manager Italy at Genzyme (2005). After the acquisition of Genzyme by Sanofi he was appointed Director of Business Strategy and Development at Sanofi Italia (2012- 2013).
Prof. Trono, already a member of MolMed’s Scientific Advisory Board, from which he resigned following this new appointment, is a regarded scientist and opinion leader internationally renowned in the field of lentiviral vectors.
Prof. Trono has a long-standing interest for interactions between viruses and their hosts. This led him to study
the biology of pathogens such as human immunodeficiency virus and hepatitis B virus, and to develop virusbased
delivery systems for human gene therapy. In the last decade, his research shifted towards the field of
epigenetics, to explore the impact of retro-elements and their controlling mechanisms on the development and
physiology of higher organisms, including humans.
After obtaining an M.D. from the University of Geneva and completing his clinical training in pathology, internal
medicine and infectious diseases in Geneva and at the Massachusetts General Hospital in Boston, Didier
Trono embarked in his scientific career at the Whitehead Institute for Biomedical Research of MIT. In 1990, he
joined the faculty of the Salk Institute for Biological Studies (La Jolla - CA) to launch a centre for AIDS research.
In 1997, he moved back to Europe, where he took over as Chairman of the Department of Genetics and
Microbiology at the University of Geneva (2000-2004), and became Dean of the Basic Sciences Section of the
Faculty of Medicine (2001-2004). From 2004 to 2012, he was Deputy Director of “Frontiers in genetics” at the
Swiss National Science Foundation, and Dean of the School of Life Sciences at the Swiss Institute of
Technology in Lausanne, where he is still a Professor. He is a member of EMBO, the French NationalAgency
for AIDS Research, the Swiss National Science Foundation and the Swiss National Research Council. He is the
author or co-author of more than 200 publications and holds several patents.
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