Corporate Governance

The Directors comply with the requirements of the UK Corporate Governance Code of the Quoted Companies Alliance (QCA) to the extent that they consider it appropriate and having regard to the Company’s size, board structure, stage of development and resources. The Board considers that all non-executive Directors exercise independent judgement. The Board currently consists of ten directors, three of which are independent non-executive Directors under the QCA guidelines.

The Company hold regular board meetings. The Directors are responsible for formulating, reviewing and approving the Company’s strategy, budget and major items of capital expenditure. The Directors have established the AIM Compliance Committee, the Audit Committee and the Remuneration Committee with formally delegated rules and responsibilities.

The Audit Committee is comprised of Tim Bunting, Julian Hirst, Dr Annalisa Jenkins and is chaired by Andrew Unitt. The Audit Committee, inter alia, determines and examines matters relating to the financial affairs of the Company including the terms of engagement of the Company’s auditors and, in consultation with the auditors, the scope of the audit. It receives and reviews reports from management and the Company’s auditors relating to the half yearly and annual accounts and the accounting and the internal control systems in use throughout the Company. The Audit Committee meets at least twice a year.

The Remuneration Committee is comprised of Andrew Unitt, Meinhard Schmidt, Carsten Schroeder and is chaired by Tim Bunting. The Remuneration Committee reviews and makes recommendations in respect of the Directors’ remuneration and benefits packages, including share options and the terms of their appointment. The remuneration committee also makes recommendations to the Board concerning the allocation of share options to employees. The Remuneration Committee meets at least once a year and otherwise as and when necessary.

The AIM Compliance Committee is comprised of Meinhard Schmidt, Andrew Unitt and is chaired by Richard Sharp. The AIM Compliance Committee ensures, inter alia, that procedures, resources and controls are in place to ensure AIM Rules for Companies compliance within the Company are operating effectively from time to time. The AIM Compliance Committee meets at least twice a year and at such other times as the members of the committee shall agree.


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