Corporate Governance
Remuneration Committee
The Remuneration Committee, which will comprise at least two non-executive directors, is to be made up of Dawn Coverley and John Treacy (Chair of the Remuneration Committee). It is responsible for the review and recommendation of the scale and structure of remuneration for the executive Directors and, in due course, members of the Company’s senior management, including any bonus arrangements or the award of share options, having had due regard to the interests of Shareholders and the performance of the Company.
The Remuneration Committee will meet at least once a year or at other times during the year as required. In exercising their role, the members of the Remuneration Committee shall have regard to, inter alia, the recommendations put forward in the QCA Code.
Key responsibilities of the Remuneration Committee will include:
- Establishment of a board policy for the remuneration of the Directors and senior management of the Company;
- Setting the remuneration of the Directors and senior management in line with the implemented policy; and
- Monitoring of Directors and senior management performance in terms of set targets, and awards of incentives.
Audit and Risk Committee
The Audit and Risk Committee, which will comprise at least two non-executive directors, is currently made up of John Treacy (Chair of the Audit Committee), Dawn Coverley and Allan Syms and meets at least once a year or at other times during the year as required. The Audit and Risk Committee is responsible for making recommendations to the Board on the appointment of auditors and the audit fee and for ensuring that the financial performance of the Company is properly monitored and reported on. In addition, the Audit and Risk Committee receives and reviews reports from management and the auditors relating to the interim report, the annual report and accounts and the accounting and internal control systems in use throughout the Company.
In terms of the audit function the key responsibilities of the Audit and Risk Committee include:
- Meeting at least once a year with the external auditors;
- When necessary, proposing to the board a new external auditor for appointment, including approval of external auditor’s fees;
- Monitoring the external auditor’s independence and effectiveness during the external audit process;
- Monitoring and reviewing the effectiveness of the Company’s internal controls environment and risk management process, including documentation of internal controls and procedures;
- Ensuring the integrity of financial statements, including annual and interim reports, and all announcements relating to financial aspects of the Company, including trading announcements and price sensitive information;
- Reviewing significant financial issues and judgements;
- Reviewing annual and interim financial statements and challenging their basis of preparation where necessary; and
- Reviewing the adequacy and effectiveness of the Company’s anti-money laundering systems and controls.
In terms of the risk function the key responsibilities of the Audit and Risk Committee include:
- Reviewing and challenge the adequacy and effectiveness of the Company’s internal financial controls and reporting on them for the purposes of the annual report;
- Reviewing the adequacy and security of the Company’s whistle blowing arrangements; and
- Reviewing the Company’s procedures for detecting fraud and the prevention of bribery and review any reports on any non-compliance.
Cizzle Biotech Plc
Statement of Compliance with the QCA Corporate Governance Code
This disclosure was last reviewed and updated on 14th May 2021
Introduction
The board of Cizzle Biotechnology Plc (the “Company”) has adopted the 2018 QCA Corporate Governance Code (the “QCA Code”). The Board intends to take appropriate measures to ensure that the Company complies with the QCA Code.
Establish a strategy and business model which promote long-term value for shareholders
The Board’s strategy for the Company and the intended business model for the Company are detailed in section 5 of Part I of the Company’s prospectus. The section entitled “Risk Factors” in the Company’s prospectus details the key challenges and risks to the Company, including those in relation to the execution of the Company’s strategy.
Seek to understand and meet shareholder needs and expectations
The Board recognises the importance of providing all shareholders with clear and regular information relating to the Company’s activities. Primary communications will be through Regulatory Information Service announcements, which will also made available on the Company’s website.
The Board will provide regular updates in relation to the following items, which it considers to be key in managing shareholders’ expectations and understanding of how the Company is delivering its strategy:
- Latest investor presentations;
- Up to date technical information and results;
- All annual and half-yearly financial statements;
- All notifications made via a Regulatory Information Service; and
- Results and details of all resolutions voted on at the latest Annual General Meeting.
The Executive Chairman aims to communicate with shareholders, both private and institutional, on a regular basis and are primarily responsible for shareholder liaison. Investor views will be formally reported back to the Board. Contact details for shareholder communication will be found in the Investor Relations section of the Company’s website.
The Board will encourage all shareholders to attend the Company’s Annual General Meetings, and understands its importance in allowing shareholders to have open and direct dialogue with the management of the Company. Shareholders will be given opportunities to ask questions during the Annual General Meeting or to speak informally with the Board following the Annual General Meeting. Where the voting decisions at a general meeting are not in line with the Company’s expectations, the Board will engage with those shareholders to understand and address any issues.
The Board believes that the above methods of communication will be sufficient in order to ensure shareholders needs and expectations are met.
The Company is required under Chapter 14 of the Listing Rules to comply with its obligations under the Disclosure Guidance and Transparency Rules and Market Abuse Regulation, and any failure to do so would be a breach of the Company's continuing obligations.
Take into account wider stakeholder and social responsibilities and their implications for long-term success.
The Board is committed to maintaining open and honest relations with all of its stakeholders, both internal and external. The Company’s business model and the Company’s operations will enable the Board to clearly identify the key stakeholders upon which the Company’s business will rely, which includes employees, consultants, any public or regulatory bodies the Company works with, as well as the Company’s shareholders, partners and suppliers.
The Company will endeavour to take account of feedback received from all stakeholders, making amendments to working arrangements and operational plans where this is deemed appropriate and where such amendments are consistent with the Company’s longer-term strategy. In addition, the Executive Chairman will have direct oversight of the implementation of the Company’s business strategy and is able to gain feedback on the Company’s operations. It is intended that any concerns raised will be reported to the Board.
Ultimate responsibility for ensuring that the Company delivers on its corporate responsibility to its stakeholder’s rests with the Board.
Embed effective risk management, considering both opportunities and threats, throughout the organisation
All members of the Board will be responsible for ensuring that the risks faced by the Company are appropriately managed in order to allow for the execution and delivery of the Company’s strategy. When identifying, assessing and managing risks, the Board is assisted by the Audit and Risk Committee, with day to day risks being monitored and managed by the Executive Chairman, with assistance, in due course, from future senior management, in particular, Professor Dawn Coverley. The Board believes that the Executive Chairman, who is an experienced international life sciences and biotechnology chief executive holding a PhD in cancer biology, has the required knowledge and skills to be able to manage the Company’s daily risks.
The Board intends for the Company’s general risk appetite to be a moderate, balanced one that allows it to maintain appropriate growth and scalability, whilst ensuring regulatory compliance.
From Admission, the Board will have procedures in place for reviewing and evaluating risk. At least six Board meetings are to be held per year, where the members of the Board will review ongoing operational performance, discuss budgets and forecasts and new risks associated with the Company’s ongoing operations. This will be to allow for new significant risks and changes to known risks to be identified by the Board and communicated to the Audit and Risk Committee as needed.
The Board intends to formally review and document the principal risks to the Company’s business at least annually as part of the annual audit process and as noted above these, together with mitigating actions, will be set out in the Company’s annual report and accounts. From Admission, the Board will put robust financial procedures and safeguards in place regarding expenditure and accounting functions. The Board will be assisted in the performance of its risk management duties by the Audit and Risk Committee.
Maintain the board as a well-functioning, balanced team led by the chair
The Board will comprise of two Non-Executive and two Executive Directors. The Executive Chairman will lead the Board in all matters related to corporate governance. The Executive Chairman will have executive responsibility for running the Company’s business and implementing its strategies.
The QCA Code suggests that the board should comprise of a balance of executive and non-executive directors, with at least two non-executive directors being independent. The QCA Code suggests that independence is a board judgement, but where there are grounds to question the independence of a director, through length of service or otherwise, this must be explained.
The Board considers John Treacy to be an independent Non-Executive member of the Board. John Treacy does not have any significant business relationships with the Company or the Company and is not a significant shareholder in the Company. In accordance with QCA Code guidance, the independent non-executive directors will not participate in performance-related remuneration schemes.
The Board considers that its composition and structure from Admission will be appropriate to maintain effective oversight of the Company’s activities. As the Company advances with its development activities, the Board will review its structure on at least an annual basis in order to maintain an appropriate corporate governance environment and independent oversight.
The Board will be updated regularly on the operations of the Company by the Executive Chairman. Relevant information will be circulated to the Board prior to board and committee meetings. The company secretary is directly accessible by all of the Board’s members, who will also be able to take independent professional advice, if needed, in order to perform their duties. Such advice would be taken at the Company’s expense. In addition, all of the Board’s members will have access to independent professional advice in the furtherance of their duties, at the Company’s expense.
On an annual basis, the Executive Chairman will conduct a Board review, assessing the performance of the Directors based on specific performance and evaluation criteria. If the Executive Chairman considers it necessary, an independent third-party service provider may be engaged to conduct an annual Board review. As part of the Board Review, the Executive Chairman will review the skills mix present on the Board, and also ensure that the Board has an appropriate level of financial skills and literacy which is in line with the Company’s size and operations.
The Board will be assisted in its duties by the Audit and Risk Committee and Remuneration Committee.
From Admission, the Board intends to include details of the number of meetings of the Board (and any committees) during the year in the Company’s annual report and accounts, together with the attendance record of each Director.
The Board intends for the Company’s general risk appetite to be a moderate, balanced one that allows it to maintain appropriate growth and scalability, whilst ensuring regulatory compliance.
From Admission, the Board will have procedures in place for reviewing and evaluating risk. At least six Board meetings are to be held per year, where the members of the Board will review ongoing operational performance, discuss budgets and forecasts and new risks associated with the Company’s ongoing operations. This will be to allow for new significant risks and changes to known risks to be identified by the Board and communicated to the Audit and Risk Committee as needed.
The Board intends to formally review and document the principal risks to the Company’s business at least annually as part of the annual audit process and as noted above these, together with mitigating actions, will be set out in the Company’s annual report and accounts. From Admission, the Board will put robust financial procedures and safeguards in place regarding expenditure and accounting functions. The Board will be assisted in the performance of its risk management duties by the Audit and Risk Committee.
Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities
The Board considers that its members have an effective and appropriate balance of skills and experience, most notably in areas of biotechnology, cancer research, the running of public companies, capital markets and capital raising.
The Board believes that its members possess the relevant qualifications and skills necessary to effectively oversee and execute the Company’s strategy. The Board recognises that it currently has a limited diversity and increasing diversity will be considered as and when the Board concludes that replacement or additional directors are required.
Science related operational skills will be maintained through an active day to day involvement with the relevant departments at the University of York, alongside working with other academic professionals where appropriate. Non-operational skills are maintained principally via the Company’s professional advisers and being active in the market. Involvement with other boards will allow those concerned to witness alternative approaches to similar business issues and to benefit from the advice of more than just the Company’s retained advisers.
The Executive Chairman will update the Board on a regular basis on operational and financial matters, with such relevant information circulated to the Board prior to meetings. The Board’s members intend to keep their skillsets up to date through attending industry specific events and by monitoring activity within the sector amongst other things. The Board’s members are free to seek advice from their corporate advisers (for example, financial advisors, brokers, lawyers and accountants) as needed.
Evaluate board performance based on clear and relevant objectives, seeking continuous improvement
Following Admission, the performance and effectiveness of the Board, its committees and the individual Directors will be evaluated on an annual basis. This performance evaluation will include an assessment of each Director’s continued independence (or otherwise).
In reviewing each Director’s performance, the Board will consider, inter alia, the level of achievement of the Director’s objectives, assessment of the Director’s overall contribution to the performance of the Company and an assessment of the Director’s continued independence, if applicable. Following the assessment, the results and recommendations for the Directors shall identify the key corporate and financial targets that are relevant to each Director and their personal targets in terms of career development and training. Progress against previous targets shall also be assessed where relevant. The assessment will also feed into the remuneration process conducted by the Remuneration Committee.
On an annual basis, the performance of the committees will be evaluated by the Executive Chairman. The results thereof will be reported to Board, together with any recommendations.
Succession planning is the responsibility of the Board as a whole and will be reviewed by the Board at least on an annual basis. When considering succession planning, the Board will take into account the skills and experience required as the Company grows and develops.
Promote a corporate culture that is based on ethical values and behaviours
The Board intends to lead by example in its dealings with all its stakeholders. The Board intends to establish a culture of responsible and ethical behaviour and will regularly monitor the Company’s cultural environment and seek to address any concerns that may arise. The Board will consider the Company’s cultural environment when seeking to recruit staff and additional Directors.
At Admission, the Company will not have any non-Board employees. From Admission, the Board intends to monitor conduct and behaviour within the Company to ensure that the Company’s ethical values and standards are recognised and respected. The Board is prepared to take appropriate action against unethical behaviour, violation of Company’s policies or misconduct.
Embed effective risk management, considering both opportunities and threats, throughout the organisation
From Admission, the Executive Chairman will be responsible for overseeing and running the business of the Board, ensuring strategic focus and direction is maintained, and ensuring that no individual or group dominates the Board’s decision making, and ensuring the non-executives are kept up to date with the Company’s business. With guidance from the Company’s advisers, the Executive Chairman will assess the appropriateness of the Company’s governance structures as the Company continues to develop.
The Executive Chairman has overall responsibility for formulating, planning and implementing the Company’s strategy.
The Board will meet at least six times per year, either in person or by telephone. Prior to each Board meeting, the Board and its committees will receive relevant and timely information that will be addressed at each meeting, together with a formal meeting agenda. Additional Board meetings may be called as needed, if specific matters need to be considered.
In addition to formal board meetings, the Executive Chairman will maintain open and regular communications channels with all Board members, and provide regular updates on the financial position and activities of the Company.
All members of the Board will be responsible for ensuring the success of the Company, while delivering on its strategy, with matters reserved for the Board being:
- Senior management responsibilities;
- Board and other senior management appointments or removals;
- Board and senior management succession, training, development and appraisal;
- Appointment or removal of Company Secretary;
- Remuneration, contracts, grants of options and incentive arrangements for senior management;
- Delegation of the Board’s powers;
- Agreeing membership and terms of reference of Board committees and task forces;
- Establishment of managerial authority limits for smaller transactions;
- Matters referred to the Board by the Board committees;
- Business strategy;
- Diversification/retrenchment policy;
- Specific risk management policies including insurance, hedging, borrowing limits and corporate security;
- Agreement of codes of ethics and business practices;
- Receipt and review of regular reports on internal controls;
- Annual assessment of significant risks and effectiveness of internal controls;
- Calling of shareholders’ meetings;
- Avoidance of wrongful or fraudulent trading;
- Acquisitions and disposals of subsidiaries or other assets over 5% of net assets/profits;
- Investment and other capital projects over a similar level;
- Substantial commitments;
- Pension funding;
- Contracts in excess of one year’s duration;
- Giving securities over significant group assets (including mortgages and charges over the group’s property);
- Contracts not in the ordinary course of business;
- Actions or transactions where there may be doubt over property;
- Approval of certain announcements, prospectuses, circulars and similar documents;
- Disclosure of Directors’ interests;
- Transactions with Directors or other related parties;
- Raising new capital and confirmation of major financing facilities;
- Treasury policies including foreign currency and interest rate exposure;
- Discussion of any proposed qualification to the accounts;
- Final approval of annual and interim reports and accounts and accounting policies;
- Appointment/proposal of auditors;
- Charitable and political donations;
- Approval and recommendation of dividends;
- Approval before each year starts of operating budgets for the year and periodic review during the year;
- Governance of Company pension schemes and appointment of company nominees as trustee; and
- Allotment, calls or forfeiture of shares.
The Company will be committed to the evolution of its corporate governance in line with best practice, to the extent the members of the Board judge it appropriate considering the Company’s size, stage of development and resources. However, at present the Board is satisfied with the Company’s corporate governance arrangements to be implemented at Admission and as such there are no specific plans for changes to the Company’s corporate governance arrangements in the short-term.
The Board intends for the Company’s general risk appetite to be a moderate, balanced one that allows it to maintain appropriate growth and scalability, whilst ensuring regulatory compliance.
From Admission, the Board will have procedures in place for reviewing and evaluating risk. At least six Board meetings are to be held per year, where the members of the Board will review ongoing operational performance, discuss budgets and forecasts and new risks associated with the Company’s ongoing operations. This will be to allow for new significant risks and changes to known risks to be identified by the Board and communicated to the Audit and Risk Committee as needed.
The Board intends to formally review and document the principal risks to the Company’s business at least annually as part of the annual audit process and as noted above these, together with mitigating actions, will be set out in the Company’s annual report and accounts. From Admission, the Board will put robust financial procedures and safeguards in place regarding expenditure and accounting functions. The Board will be assisted in the performance of its risk management duties by the Audit and Risk Committee.
Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders
From Admission, the Board will strive to ensure that all shareholders are kept up to date on the Company’s operations, with clear and transparent information being provided on a regular basis. The Board intends to maintain an active dialogue with institutional and private shareholders, and all material information will be released through notifications made via a Regulatory Information Service, which are also made available on the Company’s website.
The Board intends for the Company’s general risk appetite to be a moderate, balanced one that allows it to maintain appropriate growth and scalability, whilst ensuring regulatory compliance.
From Admission, the Board will have procedures in place for reviewing and evaluating risk. At least six Board meetings are to be held per year, where the members of the Board will review ongoing operational performance, discuss budgets and forecasts and new risks associated with the Company’s ongoing operations. This will be to allow for new significant risks and changes to known risks to be identified by the Board and communicated to the Audit and Risk Committee as needed.
The Board intends to formally review and document the principal risks to the Company’s business at least annually as part of the annual audit process and as noted above these, together with mitigating actions, will be set out in the Company’s annual report and accounts. From Admission, the Board will put robust financial procedures and safeguards in place regarding expenditure and accounting functions. The Board will be assisted in the performance of its risk management duties by the Audit and Risk Committee.