Corporate Governance

Board Committees

The board of directors has established an audit committee, which operates pursuant to a separate charter to be adopted by our board of directors. The composition and functioning of the committee will comply with all applicable requirements of the French commercial code, the Exchange Act, the exchange on which our ADSs, as are listed, and SEC rules and regulations. In accordance with French law, the committee of our board of directors will only have an advisory role and can only make recommendations to our board of directors. As a result, decisions will be made by our board of directors taking into account nonbinding recommendations of the committee, including the audit committee.

Audit Committee

The audit committee is chaired by Christian Merle and includes Leopoldo Zambeletti and Steve Gannon, who are non-executive board members. The audit committee reviews our internal accounting procedures, consults with and reviews the services provided by our independent registered public accountants and assists our board of directors in its oversight of our corporate accounting and financial reporting. Our board has determined that each member of our audit committee is independent within the meaning of the independence requirements contemplated by Rule 10A-3 under the Exchange Act and Nasdaq and SEC rules applicable to foreign private issuers. Our board of directors has further determined what is an “audit committee financial expert” as defined by SEC rules.

Compensation Committee

The compensation committee is chaired by Leopoldo Zambeletti and includes Kapil Dhingra and Christine Mikail, who are non-executive board members. The committee assists our board of directors in overseeing our cash compensation and equity award recommendations for our directors, executive officers and employees along with the rationale for such recommendations.

R&D Steering Committee

The R&D Steering Committee is chaired by Kapil Dhingra and includes François Nader and Stefano Buono. The R&D Steering Committee’s role is to provide strategic advice and make recommendations to the Board regarding the Company’s research and development strategies and opportunities.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is chaired by François Nader and includes Claudio Costamagna and Stefano Buono. The purpose of the Committee is to identify individuals qualified to become members of the Board, to recommend Director nominees for each annual meeting of the stockholders and nominees for election to fill any vacancies of the Board and to address related matters. The Committee shall also review the Company’s Corporate Governance Guidelines and be responsible for leading the annual review of the Board’s performance.