The Board seeks to follow best practice in corporate governance to the extent appropriate to the Company’s size, nature and stage of development and in accordance with the regulatory framework that applies to AIM companies. The Board intends to review and apply the principles and provisions of the QCA corporate governance code for small and mid-sized companies where it is appropriate to do so to support the governance framework. The main features of the Group’s corporate governance arrangements are:
- The Board of Directors intends to meet at least six times per year for formal Board Meetings. It will approve financial statements, dividends and significant changes in accounting practices and key commercial matters, such as decisions to be taken on whether to take forward or to cancel a scientific project. There is a formal schedule of matters reserved for decision by the Board in place.
- The Board of Directors includes two Directors who are considered by the Directors to be independent for the purposes of the QCA corporate governance code, Peter Allen and John Goddard. Whilst Peter Allen has been the Group’s non-executive chairman since July 2015, he had no association with, and was independent from, the Group at the time of his appointment and, as such, the Directors consider that he satisfies the independence criteria set out in the QCA corporate governance code.
- The Group has an Audit Committee, Remuneration Committee and a Nominations Committee as below. Each committee has terms of reference.
The Board has established three committees: the Audit, Remuneration and Nomination Committees, each with written terms of reference. If the need should arise, the Board may set up additional committees, as appropriate.
The Audit Committee has responsibility for, among other things, the monitoring of the financial integrity of the financial statements of the Group and the involvement of the Group’s auditors in that process. It focuses, in particular, on compliance with accounting policies and ensuring that an effective system of internal and external audit and financial control is maintained, including considering the scope of the annual audit and the extent of the non-audit work undertaken by external auditors and advising on the appointment of external auditors. The ultimate responsibility for reviewing and approving the annual report and accounts and the half yearly reports remains with the Board. The Audit Committee will meet at least three times a year at the appropriate times in the financial reporting and audit cycle and at such other times as may be deemed necessary.
The terms of reference of the Audit Committee cover such issues as membership and the frequency of meetings, as mentioned above, together with requirements of any quorum for, and the right to attend, meetings. The responsibilities of the Audit Committee covered in its terms of reference include the following: external audit, financial reporting, internal controls and risk management. The terms of reference also set out the authority of the committee to carry out its responsibilities.
The Audit Committee currently comprises four members, who are all Non-Executive Directors: John Goddard, Peter Allen, Alan Raymond and Sam Williams. The committee is chaired by John Goddard.
The Remuneration Committee has responsibility for determination of specific remuneration packages for each of the Executive Directors and certain senior executives of the Group, including pension rights and any compensation payments, and recommending and monitoring the level and structure of remuneration for senior management, and the implementation of share incentive, or other performance-related schemes. It will meet at least twice a year and at such other times as may be deemed necessary. The Remuneration Committee will also generate an annual remuneration report to be approved by the members of the Company at the annual general meeting.
The responsibilities of the Remuneration Committee covered in its terms of reference include the following: determining and monitoring policy on and setting levels of remuneration, termination, performance-related pay, pension arrangements, reporting and disclosure, share incentive plans and remuneration consultants. The terms of reference also set out the reporting responsibilities and the authority of the committee to carry out its responsibilities.
The Remuneration Committee comprises four members, all of whom are Non-Executive Directors: Alan Raymond, John Goddard, Peter Allen and Sam Williams. The committee is chaired by Alan Raymond.
The Nomination Committee is responsible for considering and making recommendations to the Board in respect of appointments to the Board, the Board committees and the chairmanship of the Board committees. It is also responsible for keeping the structure, size and composition of the Board under regular review, and for making recommendations to the Board with regard to any changes necessary, taking into account the skills and expertise that will be needed on the Board in the future. The Nomination Committee’s terms of reference deal with such things as membership, quorum and reporting responsibilities. The Nomination Committee will meet at least [twice] a year and at such other times as may be deemed necessary.
The Nomination Committee comprises four members, all of whom are Non-Executive Directors: Peter Allen, John Goddard, Alan Raymond and Sam Williams. The committee is chaired by Peter Allen.