The Board is committed to high standards of corporate governance, and has chosen to comply with the QCA Corporate Governance Code (the Code). Our governance structure has been recently updated to reflect the corporate restructuring approved at the November 2019 General Meeting. The revised governance framework is outlined in the Chairman’s Statement on Corporate Governance, and continues to follow the ten principles of corporate governance of the Code. The Board will continue to review our corporate governance arrangements regularly as Motif Bio plc moves towards becoming an Aim Rule 15 cash shell.
The Board comprises the CEO, Graham Lumsden, the CFO, Jonathan E. Gold and the Non-Executive Chairman Bruce A. Williams. The Board considers that it has an appropriate balance of Executive and Non-Executive Directors.
The Board has adopted a schedule of matters reserved for its decision. These include:
• Strategy and Management
• Approval of major capital expenditure
• Financial reporting, Risk Management and Internal controls
• Contracts, including potential acquisitions
• Corporate Governance
• Approval of annual budgets
• Approval of annual reports
• Dividend recommendations and policy
See schedule of matters reserved for the Board below.
There is a clear division of responsibilities between the Chairman and the Chief Executive. The Chairman is responsible for leading the Board, setting its agenda and monitoring its effectiveness. He meets regularly and separately with the Chief Executive.
See split of Chairman and CEO responsibilities below.
The Groups’ strategic focus is the orderly sale, wind-down or divestment of all or substantially all of the Company's existing business, assets and investments. As a result, the functions of the Audit, Remuneration and Nomination/Corporate Governance Committees have now been assumed directly by the Board, and these Committees disbanded.