{"url_path":"/sec/adxn/10-k/2026/item-16g","section_key":"item-16g","section_title":"Item 16G Corporate Governance.","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1574232/0001104659-26-062447-index.html","accession_number":"0001104659-26-062447","cik":"0001574232","ticker":"ADXN","issuer_name":"Addex Therapeutics Ltd.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1574232/0001104659-26-062447-index.html","primary_entity_key":"0001574232","primary_entity_name":"Addex Therapeutics Ltd."},"word_count":384,"has_tables":true,"body_markdown":"Item 16G. Corporate Governance.\n\nSummary of Significant Corporate Governance Differences from Nasdaq Listing Standards\n\nAs a “foreign private issuer,” as defined by the SEC, we are permitted to follow home country corporate governance practices, instead of certain corporate governance practices required by Nasdaq for U.S. domestic issuers. While we follow most Nasdaq corporate governance rules, we follow Swiss corporate governance practices in lieu of Nasdaq corporate governance rules as follows:\n\n●We do not comply with Nasdaq Rule 5605(b)(1), which would require that our board of directors be comprised of a majority of independent directors. Such requirements are not required under the laws of Switzerland. However, we do make an assessment of the independence of our directors under Swiss corporate governance practices and have concluded that the majority of our directors are independent based upon those standards.\n\n●We do not follow Nasdaq Rule 5605(d)(1) regarding the compensation committee charter or Nasdaq Rule 5605(d)(2) regarding compensation committee composition. Such requirements are not required under the laws of Switzerland. However, we do maintain a remuneration committee in line with Swiss law.\n\n●We do not follow Nasdaq Rule 5605(e)(1)(A) with respect to having director nominees selected by independent directors constituting a majority of our board’s independent directors in a vote in which only independent directors participate or Nasdaq Rule 5605(e)(2) regarding the adoption of a formal written charter or board resolution, as applicable, addressing the nominations process. Such requirements are not required under the laws of Switzerland.\n\n●We do not follow Nasdaq Rule 5620(c) regarding quorum requirements applicable to meetings of shareholders. Such quorum requirements are not required under the laws of Switzerland.\n\nWe must comply with Nasdaq Rule 5640 Notification of Noncompliance and Rule 5640 Voting Rights. Further, we must have an audit committee that satisfies Rule 5605(c)(3), which addresses audit committee responsibilities and authority, and that consists of committee members that meet the independence requirements of Rule 5605(c)(2)(A)(ii), subject to a transition period for newly public companies.\n\nBecause we are a foreign private issuer, our directors and senior management are not subject to short-swing profit and insider trading reporting obligations under Section 16 of the Exchange Act. They and our other shareholders are, however, subject to the obligations to report changes in share ownership under Section 13 of the Exchange Act and related SEC Rules.\n\n​"}