The Board is comprised of two independent Non-Executive Directors, one Non-Executive Director, the Non-Executive Chairman, and one Executive Director, the Chief Executive Officer. The Non-Executive Directors bring a mix of financial, clinical and industry experience to the Board, and the Board believes that its composition is suitable for the Company requirements.
At least 10 formal Board meetings are held each year with enough notice for Directors to participate. A monthly Board report is produced, and meeting agendas and Board papers are produced in advance of each meeting so that the Board can properly consider the matters to be discussed. The Company maintains minutes of the Board meetings. Directors are also expected to make themselves available on an ad hoc basis for consultation if the need arises.
There are two Committees of the Board, the Audit Committee and the Remuneration Committee, each of which are formed of three of the Non-Executive Directors of the Company, with each Committee having policies to govern how they are run. The Directors who form these two Committees have financial experience so are appropriate persons to advise on these matters. The Audit Committee meets at least twice per year and is chaired by Alan Miller who has relevant financial experience. The Remuneration Committee meets no fewer than twice per year, and is chaired by Randeep Grewal who has financial experience and experience of being a fund manager and investor. Further details of these Committees can be found on page 32 of the 2019 Annual Report.
A Nomination Committee has been set up in order to assess the structure, size and composition of the Board as well as the appointment of any new Director, as and when appropriate. For senior level appointments the Board will engage the expertise of a relevant recruitment company to assist with the search and hiring of a relevant individual.
The Non-Executive Directors are appointed through formal non-executive appointment letters, which contain a three-month notice period. The non-executive appointment letters contain an indicative time commitment of 20 days per annum; however, these indicate that this is an estimate and that all Directors are expected to commit sufficient time to fully discharge their responsibilities. The Company has not had any issues with regular non-attendance at meetings.
Executive Directors have formal service contracts, which require them to work full-time in the business and have no other significant outside business commitments. These service agreements have a maximum of six-months’ notice to terminate.
The Company follows the provisions in its Articles of Association in respect of the retirement and reappointment of Directors at its Annual General Meeting each year.
The Board is satisfied that it has a suitable balance between independence and knowledge of the business to allow it to discharge its duties and responsibilities effectively and that effective controls have been put in place.