The Directors intend to take account of the requirements of the Quoted Companies Alliance's Corporate Governance Code for Small and Mid-Size Quoted Companies (the "QCA Code"), to the extent that they consider it appropriate having regard to the Company's size, board structure, stage of development and resources.
At Admission Jonathan Allis will be the Company's only independent (as defined in the QCA Code) non-executive director. The Company acknowledges that the guidance in the QCA Code is for a company to have at least two independent non-executive directors. However, the Directors are satisfied that at Admission the Company's board composition is appropriate given the Company's size and stage of development. The Directors shall keep the position under regular review and to the extent additional independence is felt to be required on the Board, it shall be sought.
The Company will hold regular board meetings and the Directors will be responsible for formulating, reviewing and approving the Company's strategy, budget and major items of capital expenditure. The Directors have established an audit committee and a remuneration committee with formally delegated rules and responsibilities. Each of these committees will meet as and when appropriate, but at least twice each year.
The Company will, from Admission, have established audit and remuneration:
The audit committee will comprise Juergen Laucht and Richard Morgan and will be chaired by Robert Bertoldi. The audit committee will, among other things, determine and examine matters relating to the financial affairs of the Company including the terms of engagement of the Company's auditors and, in consultation with the auditors, the scope of the audit. It will receive and review reports from management and the Company's auditors relating to the half yearly and annual accounts and the accounting and the internal control systems in use throughout the Group.
The remuneration committee will comprise Bastiaan Driehuys and Juergen Laucht and will be chaired by Richard Morgan. The remuneration committee will review and make recommendations in respect of the Directors' remuneration and benefits packages, including share options and the terms of their appointment. The remuneration committee will also make recommendations to the Board concerning the allocation of share options to employees under the intended share option schemes.
The Company does not have a nomination committee, and will not have one on Admission, as the Board does not consider it appropriate to establish such a committee at this stage of the Company's development. Decisions which would usually be taken by the nomination committee will be taken by the Board as a whole. The Board as a whole will also be responsible for AIM compliance.
With effect from Admission the Company will adopt the Share Dealing Code, which will apply to any person discharging management responsibility, including the Directors and members of the senior management team and any closely associated persons and applicable employees.
The Share Dealing Code imposes restrictions beyond those that are imposed by law (including by FSMA and the Market Abuse Regulation (EU) No.596/2014 and other relevant legislation) and its purpose is to ensure that persons discharging managerial responsibility and persons connected with them do not abuse, and do not place themselves under suspicion of abusing, price-sensitive information that they may have or be thought to have, especially in periods leading up to an announcement of both financial results and the results of the Group's clinical trials. The Share Dealing Code sets out a notification procedure which is required to be followed prior to any dealing in the Company's securities.
Page last updated: 29 March 2018