The Directors are responsible for leading the Group and Company, including:
- setting its strategic aims
- ensuring sufficient financial and other resources are in place to enable it to meet its objectives
- reviewing management performance
Section 172(1) of the Companies Act 2006 sets out six matters to which the Directors must have regard in performing their duties. These are:
- the likely consequences of any decision in the long term
- the interests of the Company’s employees
- the need to foster the Company’s business relationships with suppliers, customers and others
- the impact of the Company’s operations on the community and the environment
- the desirability of the Company maintaining a reputation for high standards of business conduct
- the need to act fairly between members of the Company
The Group’s corporate governance activities exist to help the Board make robust, informed decisions and to manage risk. This forms a large part of the Non-Executive Chairman’s role in leading the Board, assisted by the other Non-Executive and Executive directors, the Company Secretary and the Group’s professional advisers. The Board has adopted the principles of the 2018 Quoted Companies Alliance Corporate Governance Code (the “QCA Code”) to support the Company's ongoing development and operation of its governance activities. These principles focus on the pursuit of medium to long-term value for a diverse shareholder base, without stifling the Group’s entrepreneurial spirit. The Corporate Governance Statement sets out how the Group currently applies each of the QCA Code’s ten principles, and the reasons for any current departures from compliance.
Board composition and independence
The QCA Code recommends that a company should have at least two independent non-executive directors, further noting that it may not be possible for growing companies to meet all of the objective independence criteria demanded of the largest listed companies. The Board currently comprises three Executive Directors and three Non-Executive Directors. Of the current Board, David Holbrook and Matthew Wakefield are considered by the Directors to be independent for the purposes of the QCA Code. Stephen Diggle represents a significant shareholder (through the combined holdings of Vulpes Life Sciences Fund and Vulpes Testudo Fund) and, therefore, is not considered by the Board to be independent for the purposes of the QCA Code.
Each of the Non-Executive Directors offers robust challenge and support to the Executive Directors and is committed to representing the interests of all shareholders.
Brief biographical details and dates of appointment of each of the Directors are available here.
The Board meets at least four times per year for formal meetings. It approves 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 material collaboration project or commercial agreement. There is a formal schedule of matters reserved for decision by the Board, available here.
The Board has established three subcommittees with formally delegated duties and responsibilities, as summarized below:
The Audit Committee’s principal functions include ensuring that appropriate systems of accounting and financial controls are in place, monitoring the integrity of the Group’s financial statements, reviewing the effectiveness of the accounting and internal control systems, reviewing reports from the Group’s auditors relating to accounting and internal controls, and reviewing the interim and annual results and reports to shareholders, in all cases having due regard to the interests of shareholders.
The Remuneration Committee is responsible for determining and agreeing with the Board the framework for the remuneration packages for each of the Executive Directors (the remuneration of the Non-Executive Directors is determined by the Board). The Remuneration Committee considers all aspects of the Executive Directors’ remuneration, including pensions, bonus arrangements, benefits, incentive payments and share option awards, and the policy for, and scope of, any termination payments. No Director is involved in discussions relating to their own remuneration.
The Nomination Committee is responsible for reviewing the structure, size and composition of the Board based upon the skills, knowledge and experience required to ensure that it continues to operate effectively. The Nomination Committee also identifies and nominates suitable candidates to join the Board when vacancies arise and makes recommendations to the Board for the reappointment of any Non-Executive Directors.