The board of e-therapeutics plc (the “Company”) is responsible for the Company’s corporate governance policies and recognises the importance of high standards of integrity. The Company has adopted the Quoted Companies Alliance Code for Small & Mid-sized Quoted Companies 2018 (the “QCA Code”). This statement sets out how the Company complies with the 10 principles of the QCA Code.
We set out below how we comply with the QCA Code, and further information can be found in our 2021 Annual Report and Accounts.
1. Establish a strategy and business model which promote long-term value for shareholders
We bring to the biotechnology and pharmaceutical industries the power to discover new and better drugs in a more efficient and effective way - our proprietary network-driven approach is disruptive to the conventional pharmaceutical R&D model.
Our strategy is designed to increase growth and improve our long-term financial performance.
Further information on the Group's business model and strategic objectives can be found on pages 8 and 12-13 of the 2021 Annual Report.
2. Seek to understand and meet shareholder needs and expectations
The Board is keen to promote greater awareness of the Group, and recent Company announcements may be found here.
Responsibility for day-to-day shareholder liaison lies with the CEO and ultimately lies with the Board.
The Company receives occasional feedback direct from investors. The Directors take all feedback very seriously and shareholders' views and concerns are carefully considered by the Board, with appropriate action being taken where necessary. None of the feedback received from investors has involved non-compliance with the QCA Code.
3. Take into account wider stakeholder and social responsibilities and their implications for long-term success
In addition to our shareholders, the Group believes our main stakeholder groups are its employees, suppliers, and customers.
Further information about our stakeholder engagement can be found on page 27 of our 2021 Annual Report and Accounts.
4. Embed effective risk management. considering both opportunities and threats, throughout the organisation
The Board has overall responsibility for the Group's internal control systems and for monitoring their effectiveness and is accountable for identifying procedures to minimise risk impact and implementing these at every level of the business in an ongoing process overseen by the Audit Committee.
5. Maintain the Board as a well-functioning, balanced team led by the Chair
6. Ensure that between them the Directors have the necessary up-to-date experience, skills and capabilities
The current Directors' biographical details are set out on page 31 of the 2021 Annual Report and Accounts and provide an indication of the breadth of skills and experience of the Board. Full details of the Board's skills and experience can be found on page 39.
7. Evaluate board performance based on clear and relevant objectives, seeking continuous improvement
The CEO of the Company is measured against a clearly defined set of personal objectives agreed by the Board and monitored by the Remuneration Committee. The Board keeps under review its composition and the balance of skills and experience of Non-Executive Directors. The Board undertook a review of corporate governance practices during 2020 and has begun Board member appraisals as part of a formal Board appraisal process during 2021.
8. Promote a corporate culture that is based on ethical values and behaviours
We value individuality and self-awareness and at heart of our organisation is a philosophy of honesty and authenticity. The Group adopts a policy of equal opportunities and diversity in the recruitment and engagement of staff, as well as during the course of their employment. We endeavour to promote the best use of our human resources on the basis of individual skills and experience, matched against those required for the work to be performed.
We recognise the importance of investing in our employees, as identified in our strategic objectives on pages 14 to 15 of our 2021 Annual Reports and Accounts, and provide opportunities for training and personal development and encourage the involvement of employees in the planning and direction of their own work in line with our people strategy as discussed on page 14. We are committed to respecting the human rights of our employees, to providing them with favourable working conditions that are free from unnecessary risk and to maintaining fair and competitive terms and conditions of service at all times.
Further information on our people can be found on pages 14 and 15 of our 2021 Annual Report and Accounts.
9. Maintain governance structures and processes that are fit for purpose and support good decision-making
As Non-Executive Chairman, Trevor Jones is responsible for leadership of the Board, ensuring its effectiveness in all aspects of its role, setting its agenda in consultation with other Directors and ensuring that the Directors receive accurate, timely and clear information. He also facilitates effective communication with shareholders and facilitates the effective contribution of Non-Executive Directors. Ali Mortazavi is responsible for the operational management of the Group and the implementation of Board strategy and policy. The Chief Financial Officer is responsible for the health and safety matters of the Group and there is a dedicated staff member who acts as Data Protection Officer.
The Board is responsible to shareholders for the effective stewardship of the Group's affairs and there is a formal schedule of matters reserved for decision by the Board in place which enables the Board to provide leadership and ensure effectiveness. A copy of this schedule is available on the Corporate Governance page of our website.
10. Communicate how the Company is governed and is performing
The Board has established an Audit Committee and a Remuneration Committee.The work of each of the Board Committees undertaken during the year ended 31 January 2021 is detailed in the Audit Committee Report on page 42 and the Directors' Remuneration Report on pages 43 to 50 of the 2021 Annual Report and Accounts. The results of the proxy votes received in relation to the 2020 Annual General Meeting are available at www.etherapeutics.co.uk/reports-results. No resolutions had a significant proportion (>20%) of votes cast against them at that meeting. The Board has a healthy dialogue with all of its stakeholders, and throughout the course of the financial year the Board communicates with shareholders to seek their views, concerns and expectations.
The following range of corporate information is available in the Investors’ section of the Company’s website:
- Share price information
- Reports, Results and Presentations, including documents circulated
- AIM Rule 26
- Shareholder information, including significant shareholdings and advisors
- Regulatory announcements
- Corporate Governance
Last updated: 21 June 2021