Board of Directors

The Board of Directors, which consists of the Non-Executive Chair, Chief Executive Officer, Chief Financial Officer, and independent Non-Executive Directors, meets at least ten times throughout the year. The Directors have access to independent professional advice in executing their duties on behalf of the Company.

Independence of non-executive directors
The board has determined that, for the purposes of the QCA Code, Serena Lang is not considered to be independent; all other non-executives are considered independent.

Policy on appointment and reappointment
In accordance with corporate governance best practice, all Directors will retire and submit themselves for re-election every year at the AGM.

Supporting committees

The Board has established the following committees:

Audit Committee

The Audit Committee, which consists of Non-Executive Directors Paul Boughton (Chair), Mark Castle and Dr. Annette Nabavi, meets with the auditors at least three times a year. The Committee reviews the financial statements prior to their recommendation to the Board for approval and assists the Board in ensuring that appropriate accounting policies, internal financial controls and compliance procedures are in place.

Remuneration Committee

The Remuneration Committee, which consists of the Senior Independent Director Dr. Annette Nabavi (Chair) and Non-Executive Directors Paul Boughton and Mark Castle, is responsible for determining the remuneration arrangements of the Executive Directors and for advising the Board on the Company’s remuneration policy for senior executives.

Nominations Committee

The Nomination Committee, which consists of Non-Executive Directors Serena Lang (Chair), Dr. Annette Nabavi, Paul Boughton and Mark Castle, is responsible for reviewing the structure, size and composition of the Board and its Committees and evaluating potential candidates for nomination when and if it is deemed necessary to appoint a new Director to the Board. The Committee makes its recommendations to the full Board for its consideration and approval.

Environment, Social and Governance (ESG) Committee

The ESG Committee, which consists of Non-Executive Directors, Mark Castle (Chair), Serena Lang, Dr. Annette Nabavi, and Paul Boughton, and Chief Executive Officer Jonathan Hunter, is responsible for oversight of the development and implementation of the Company’s ESG strategy, for ensuring compliance with relevant regulatory and legal requirements, and for monitoring emerging ESG trends and international standards.

Control environment

The Board acknowledges its responsibility for the Group’s systems of internal financial and other controls. These are designed to give reasonable, though not absolute, assurance as to the reliability of information, the maintenance of adequate accounting records, the safeguarding of assets against unauthorised use or disposition and that the Group’s businesses are being operated with appropriate awareness of the operational risks to which they are exposed.

The Directors have established an organisational structure with clear lines of responsibility and delegated authority. The systems include:

  • the appropriate delegation of responsibility to operational management;
  • financial reporting, within a comprehensive financial planning and accounting framework, including the approval by the Board of the detailed annual budget and the regular consideration by the Board of actual results compared with budgets and forecasts;
  • clearly defined capital expenditure and investment control guidelines and procedures;
  • and monitoring of business risks, with key risks identified and reported to the Board.