The group aims to operate to high standards of moral and ethical behavior. All members of the board fully support the value and importance of good corporate governance and in our accountability to all of the company’s stakeholders, including shareholders, employees, customers (including patients and healthcare professionals), distributors, suppliers, regulators and the wider community.
The corporate governance framework which the group has set out, including board leadership and effectiveness, remuneration and internal control, is based upon practices which the board believes are proportionate to the risks inherent to the size and complexity of group operations.
The board considers it appropriate to adopt the principles of the Quoted Companies Alliance Corporate Governance Code (“the QCA Code”) published in April 2018. The extent of compliance with the ten principles that comprise the QCA Code, together with an explanation of any areas of non-compliance, and any steps taken or intended to move towards full compliance, are set out in the link below:
The Board has three standing committees:
The Audit Committee meets as required, but at least twice a year. In addition to reviewing the Annual Report and Financial Statements and the Interim Report prior to their submission to the Board for approval, it keeps the scope, cost effectiveness, independence and objectivity of the external auditors under review. This includes monitoring the level of non-audit fees.
The committee routinely meets for discussion with the external auditors, who attend its meetings, as required.
The Committee is responsible for determination of the remuneration and remuneration policy for the Company’s executive directors and senior execut ives.
The committee reviews the performance of the Executive Directors and sets the scale and structure of their remuneration. The Executives service agreements, and notice periods, are reviewed with due regards to the interests of the shareholders. The Executive Directors are all currently on rolling 12 month notice periods.
The Remuneration Committee also determine, from time to time, the allocation of share options to employees.
The Nominations Committee considers succession planning, reviews the structure, size and composition of the Board and nominates candidates to fill Board vacancies.
Meetings and Attendance
The Board meets on a formal basis regularly, and the members are presented with financial and operational information in advance of these meetings. During 2018 there were 11 Board Meetings.
No Nomination Committee meetings were held during 2018 – Mike McMahon is Chairman of this committee on the occasions when it is felt necessary to convene.
The Directors attended the following meetings in the year to 31 December 2018
*Chair of Committee
*Charmaine Day was on maternity leave from May 2018