The Board is committed to high standards of corporate governance, and has chosen to comply with the QCA Corporate Governance Code (the Code). We have based our corporate governance framework on its main principles. The Chairman’s Statement on Corporate Governance is outlined below and outlines our compliance with the Code. We review our corporate governance arrangements regularly.

The Group’s corporate governance arrangements are set out below

The Board

The Board comprises the CEO, Graham Lumsden, the CFO, Jonathan E. Gold and 6 Independent Non-Executives, Zaki Hosny, Craig T. Albanese, Charlotta Ginman, Mary Lake Polan, Andrew Powell and Bruce A. Williams. Bruce Williams is the Company’s Interim Chair. Zaki Hosny, as former CEO of Motif, Inc., a subsidiary of the Company, is considered independent by the Board given the length of time that has elapsed since he performed that function (5 years), and also given the Company’s change of strategy through the merger with Nuprim in 2014. 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 and the other Non-Executive Directors.

See split of Chairman and CEO responsibilities below.

Audit Committee

The Audit Committee has three members, Charlotta Ginman (Chair), Bruce Williams and Craig Albanese. The CFO and external auditors attend meetings by invitation. The Audit Committee is responsible for reviewing the half-year and annual financial statements, interim management statements, preliminary results announcements, and any other formal announcement or presentation relating to the Group’s financial performance. The Audit Committee also reviews significant financial returns to regulators and any financial information covered in certain other documents such as announcements of a price sensitive nature.

The Audit Committee oversees the appointment of the external auditor and sets their remuneration (both for audit and non-audit work) and discusses the nature, scope, and results of the audit with the auditors. The Audit Committee reviews the extent of the non-audit services provided by the auditors and reviews with them, their independence and objectivity. The Chairman of the Audit Committee reports the outcome of the Audit Committee meetings to the Board and the Board receives the minutes of the meetings. The Audit Committee shall meet not less than three times a year. In the year ended 31 December 2018, the Audit Committee met four times.
See committee terms of reference below.

Remuneration Committee

The Remuneration Committee has three members, Zaki Hosny (Chair), Andrew Powell and Bruce Williams. The members are all Independent Non-Executive Directors. The Board recognises that whilst the QCA Code recommends all members should be independent, the Board considers that the Chair of the Board is best placed when determining individual Director remuneration, due to the oversight of the Board granted throughout the year. Other members of the Board may attend the Committee’s meetings at the request of the Committee Chairman.

The Remuneration Committee is responsible for making recommendations to the Board, within agreed terms of reference, on the Group’s framework of executive remuneration and its cost. The committee determines the contract terms, remuneration, and other benefits for each of the Executive Directors, including performance related bonus schemes and pension rights. Further details of the Group’s policies on remuneration and service contracts are given in the Directors’ Remuneration Report. The Remuneration Committee shall meet not less than three times a year. In the year ended 31 December 2018, the Remuneration Committee met on eleven occasions.

See committee terms of reference below.

Nomination and Corporate Governance Committee

The Nomination and Corporate Governance Committee has two members, Mary Lake Polan (Chair) and Craig Albanese. The Nomination and Corporate Governance Committee monitors the size and composition of the Board of Directors and the other committees and is responsible for identifying suitable candidates to join our Board. It also has delegated responsibility for ensuring compliance with the AIM Rules for Companies, and the timely and accurate disclosure of all information that is required to be disclosed in order to satisfy the Company's legal and regulatory obligations.

The Nomination and Corporate Governance Committee shall meet at least twice per year, and otherwise as necessary to consider proposals for Board appointments and other matters. In the year ended 31 December 2018, the Nomination and Corporate Governance Committee met on two occasions.

See committee terms of reference below.