Structure the Board to add value
Board members
Details of the members of the Board, their experience, expertise, qualifications are set out in the directors’ report under the heading “Information on directors”.  There are nine non-executive directors, two of whom are deemed independent under the principles set out in the Guidelines, and two executive directors at the date of signing the directors’ report.

Directors' independence
The Board does not comprise of a majority of independent directors as defined by the Corporate Governance Council Guidelines. However the Board believes that the composition of the Board currently brings the right mix of complementary skills, experience and representation for the Company and its shareholders at this point in its life. 

Term of office
The Company’s constitution specifies that at least one third of directors must retire from office at each annual general meeting (AGM).  Where eligible, a director may stand for re-election subject to the following limitation imposed by Singapore Companies Act:

• on attaining the age of 70 years a director will retire at each AGM and may seek re-election.

Roles of the Chairman and Chief Executive Officer (CEO)
The Chairman is responsible for leading the Board, ensuring that Board activities are organised and efficiently conducted and for ensuring directors are properly briefed for meetings.  The CEO is responsible for implementing Group strategies and policies. 

Commitment
The number of meetings of the Company’s Board of directors and of each board committee held during the year ended 31 December 2008, and the number of meetings attended by each director is disclosed on pages 13 and 14.

It is the Company’s practice to allow its executive directors to accept appointments outside the company with prior written approval of the Chairman. 

Conflict of interests
Entities connected with Mr. Kenneth Gross, Mr. Saul A. Mashaal, Mr. Paul Freiman, Mr. Ryszard K. Krauze, Mr. Adam Wilczega, Mr. Marian Gorecki, Mr. Marcin Dukaczewski, Mr. Adam Polonek, Ms. Joanna Szymanska-Bulska and Mr. Waldemar Krzeski had business dealings with the Group and the Company during the year, as described in note 29 to the financial statements.  In accordance with the Board charter, the directors concerned declare their interests in those dealings to the Company and take no part in decisions relating to them or the preceding discussions. 

Independent professional advice
Directors and Board committees have the right, in connection with their duties and responsibilities, to seek independent professional advice at the Company's expense.  Prior written approval of the Chairman is required, but this will not be unreasonably withheld. 

Nomination Committee
The Company does not have a formally constituted nomination committee given the early stage of the Company’s development and the complete nature of the Board composition currently. When new directors are required, the Board will appoint a nomination committee to consider membership.

Scientific Advisory Board
The Group has a pool of expert scientists known collectively as the Scientific Advisory Board (SAB). The Group has access to members of the SAB when in need of expert scientific advice related to the Group's activities. The members of the panel are:-

• Dr Marian Gorecki
  
• Professor Chan Soh Ha
  
• Professor Daniel Shouval
  
• Professor David Handelsman

Performance assessment
It is intended that the Board may undertake an annual self-assessment of its collective performance.  The process may be facilitated by an independent third party. 

In addition, each board committee may undertake an annual self assessment on the performance of the committee and achievement of committee objectives.

The Chairman intends when possible to annually assess the performance of individual directors and meet privately with each director to discuss this assessment.  The Chairman’s performance may be reviewed by the Board.

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