The Board is comprised of three independent Non-Executive Directors, the Non-Executive Chairman, and two Executive Directors, the Chief Executive Officer and the Chief Financial Officer. The Non-Executive Directors bring a mix of financial, clinical, operational and commercial experience to the Board. During 2020, there were a number of changes to the Board following the resignation of the Executive Chairman, CEO and latterly, two Non-Executive Directors. After reviewing the requirements of the Group and the proposed corporate and commercial strategy, new appointments to the Board were made and the Board believes that its size, composition and skillset is now suitable for the Company requirements.
At least 10 formal Board meetings are held each year with enough notice for members to participate. A monthly Board report is produced, and meeting agendas and Board papers are circulated in advance of each meeting so that the Board can properly consider the matters to be discussed. Board members are also expected to make themselves available on an ad hoc basis for consultation if the need arises. The Company maintains minutes of formal and ad hoc Board meetings.
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 their own Terms of Reference to govern how they are run. The Audit Committee meets at least twice per year and is chaired by Brian Phillips who is a Chartered Accountant and has relevant financial experience. The Remuneration Committee meets no fewer than twice per year and is chaired by Trevor Phillips who has many years of relevant operational and commercial industry experience. Further details of these Committees can be found on page 53 of the 2020 Annual Report.
For senior level appointments the Board may engage the expertise of a relevant recruitment consultant to assist with the search and hiring of a relevant individual, as per the process to appoint the Chief Executive Officer in 2020.
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.