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 ten principles of the QCA Code.
The Company is exploring ways to add further NEDs to the Board.
We set out below how we comply with the QCA Code, and further information can be found in our 2023 Annual Report and Accounts.
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 Company's strategic objectives and business model can be found on pages 14-19 and 23 of the 2023 Annual Report and Accounts.
The Board is keen to promote greater awareness of the Company, 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.
In addition to our shareholders, the Company believes our main stakeholder groups are its employees, suppliers and customers.
Further information about our stakeholder engagement can be found on page 24-27 of our 2023 Annual Report and Accounts.
The Board has overall responsibility for the Company'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.
The Board is responsible to shareholders and sets the Company's strategy for achieving long-term success. It is ultimately responsible for the management, governance, controls, risk management, direction and performance of the Company. The Company is satisfied that the current Board as a whole is sufficiently resourced to discharge its governance obligations on behalf of all stakeholders, although the Directors are searching for an additional Non-Executive Director to strengthen the Board.
The Company is exploring ways to add further NEDs to the Board.
The biographies of the Board are on pages 34-35 of the 2023 Annual Report and Accounts. Additional information on the governance structure of the Company can be seen on pages 38-44.
The current Directors' biographical details are set out on page 34 of the 2023 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 34.
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 2022 and has begun Board member appraisals as part of a formal Board appraisal process during 2023.
We value individuality and self-awareness and at the heart of our organisation is a philosophy of honesty and authenticity. The Company 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 14-15 of our 2023 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 ESG strategy as discussed on page 28. 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 ESG strategy can be found on page 28 of our 2023 Annual Report and Accounts.
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 Company and the implementation of Board strategy and policy. The Chief Financial Officer is responsible for the health and safety matters of the Company 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 Company'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.
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 2023 is detailed in the Audit Committee Report on page 45 and the Directors' Remuneration Report on pages 48 to 53 of the 2023 Annual Report and Accounts. The results of the proxy votes received in relation to the 2022 Annual General Meeting are available here. 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:
Last updated: 12 July 2023