||periodically review our policies and procedures for risk management and assess the effectiveness thereof including discussing with management our major financial risk exposures and the steps that have been taken to monitor and control such exposures;|
||discuss with management and external advisors any legal matters that may have a material impact on our financial statements and any material reports or inquiries from regulatory or governmental agencies which could materially impact our contingent liabilities and risks;|
||review our disclosure controls and procedures and internal control over financial reporting which shall include significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting;|
||establish procedures for the receipt, retention and treatment of complaints received regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters; and|
||recommend to the board whether to approve and ratify any related person transaction in accordance with our related person transaction policy.|
The audit and finance committee will meet
as often as it determines is appropriate to carry out its responsibilities, but in any event will meet at least four times per
Compensation, Nomination and Governance Committee
The compensation, nomination and governance
committee, consists of Douglass Williams (Chair), Detlev Riesner, Martin Velasco and Thomas Graney and will assist our board of
directors in overseeing our cash compensation and equity award recommendations for our executive officers along with the rationale
for such recommendations, as well as summary information regarding the aggregate compensation provided to our executive officers.
Swiss law requires that we adopt a compensation committee, so in accordance with Nasdaq Listing Rule 5615(a)(3), we will follow
home country requirements with respect to the compensation, nomination and governance committee. As a result, our practice will
vary from the requirements of Nasdaq Listing Rule 5605(d), which sets forth certain requirements as to the responsibilities, composition
and independence of compensation committees, and from the independent director oversight of director nominations requirements of
Nasdaq Listing Rule 5605(e). We will be subject to the Swiss Ordinance Against Executive Compensation (“Say on Pay”
Rule). This means that the compensation of our board of directors and Executive Officers must be presented by the board of directors
to our shareholders and our shareholders must vote on the proposed compensation.
In addition, this committee will also be
responsible for director and board committee nominations as well as reviewing and amending, if required, our corporate governance
framework and guidelines.
As of December 31, 2018, we employed 104
employees, 12 of whom were part-time employees. 50 of our employees hold Ph.D. degrees and 33 hold M.Sc. degrees. Our 104 employees
are from over 20 countries. The average number of employees (calculated on full time equivalents) in 2018 was 90.6. As of December
31, 2017 and 2016 we had 86 and 67 employees, respectively. We have never had a work stoppage, and none of our employees are represented
by a labor organization or under any collective-bargaining arrangements. We consider our employee relations to be good.
See “Item 7. Major Shareholders and
Related Party Transactions-A. Major shareholders.”
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
The following table presents information relating
to the beneficial ownership of our common shares as of the date of this Annual Report by: