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SEC Filings

20-F
AC IMMUNE SA filed this Form 20-F on 03/21/2019
Entire Document
 

 

Committees of the Board of Directors

 

Our board of directors established two separate committees: an audit and finance committee and a compensation, nomination and governance committee.

 

Audit and Finance Committee

 

The audit and finance committee, which consists of Peter Bollmann, Thomas Graney, Werner Lanthaler and Martin Velasco, assists our board of directors in overseeing our accounting and financial reporting processes and the audits of our financial statements. In addition, the audit and finance committee is directly responsible for the appointment, compensation, retention and oversight of the work of our independent registered public accounting firm. Peter Bollmann serves as Chairman of the committee. The audit and finance committee consists exclusively of members of our supervisory board who are financially literate, and Peter Bollmann, Thomas Graney and Werner Lanthaler are considered to be “audit committee financial experts” as defined by the SEC. Our board of directors has determined that Peter Bollmann, Thomas Graney, Werner Lanthaler and Martin Velasco satisfy the “independence” requirements set forth in Rule 10A-3 under the Exchange Act.

 

The audit and finance committee is governed by a charter that complies with Nasdaq rules. The audit and finance committee has the responsibility to, among other things:

 

  · review and assess the qualifications, independence, performance and effectiveness of the independent auditor;

 

  · review the scope of the prospective audit by the independent auditor, the estimated fees, and any other matters pertaining to the audit;

 

  · approve any audit and non-audit services proposed to be provided by the independent auditor to ensure independent auditor independence;

 

  · review and assess the independent auditor’s report, management letters and take notice of all comments of the independent auditor on accounting procedures and systems of control, and review the independent auditor’s reports with management;

 

  · be responsible for the resolution of disagreements between the management and the independent auditor;

 

  · review and evaluate the lead audit partner of the independent audit team and confirm and evaluate their rotation;

 

  · review, discuss with the chief financial officer and the independent auditor and approve (i) the annual and quarterly financial statements, (ii) reports intended for publication and (iii) any other financial statements intended for publication to consider significant financial reporting issues and judgments made in connection with the preparation of our financial statements, including any significant changes in our selection or application of accounting principles;

 

  · review with the management, personnel responsible for the design and implementation of the internal audit function and the independent auditor in separate meetings any analysis or other written communication prepared by the management and/or the independent auditor setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including critical accounting policies, the effect of regulatory and accounting initiatives, as well as off-balance sheet transactions and structures on our financial statements;

 

  · review and approve our quarterly financial statements for the first three quarters of each calendar year and the corresponding financial results releases;

 

  · review in cooperation with the independent auditor and the management whether the accounting principles applied are appropriate in view of our size and complexity;

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