Corporate governance

The policy of the Board of Directors is to manage the Company’s affairs to the highest standards of corporate governance and in accordance with the principles of good governance as set out in the Financial Reporting Council’s (FRC’s) UK Corporate Governance Code (the ‘Code’). For the most recent edition of the Code (dated April 2016), please visit the FRC website at www.frc.org.uk.

The Audit Committee

  • Lota Zoth – Chair
  • Marvin S Samson – Member
  • Dr Jean-Jacques Garaud – Member

The Audit Committee is made up of three members: Lota Zoth, Marvin S Samson, and Dr Jean-Jacques Garaud, all of whom are independent Non-Executive Directors. Ms Zoth has recent and relevant financial experience.

The Audit Committee meets at least three times a year at the appropriate times in the reporting and audit cycle.  The Committee has responsibility for, amongst other things, the monitoring of the financial integrity of the financial statements of the Group, the involvement of the Group’s Auditors in that process, reviewing the effectiveness of the Group’s internal control systems and risk management systems and overseeing the process for managing risks across the Group, including reviewing the Group’s corporate risk profile.  It focuses in particular on compliance with legal requirements, accounting standards and the rules of the FCA and ensuring that an effective system of internal financial control is maintained.  The ultimate responsibility for reviewing and approving the Annual report and accounts and the half-yearly reports, remains with the Board.

The Remuneration Committee

  • Marvin S Samson – Chair
  • Dr Jean-Jacques Garaud – Member
  • Lota Zoth – Member

In accordance with the requirements of the Code, the Remuneration Committee is made up of at least three members who are all independent Non-Executive Directors: Marvin S Samson, Lota Zoth and Dr Jean-Jacques Garaud.

The Remuneration Committee is chaired by Marvin S Samson. The Remuneration Committee, which meets at least three times a year, has responsibility for the determination of specific remuneration packages for each of the Executive Directors and any applicable senior executives of the Group, including pension rights and any compensation payments and recommending and monitoring the level and structure of remuneration for senior management, and the implementation of share option, or other performance related, schemes.

The Nomination Committee

  • Dr Francesco Granata – Chair
  • Marvin S Samson – Member
  • Lota Zoth – Member

In accordance with the requirements of the Code, the Nomination Committee is made up of at least three members, the majority of whom (excluding the Chairman) are independent Non-Executive Directors: Marvin S Samson, Lota Zoth and Dr Francesco Granata (Chairman of the Company).

The Nomination Committee is chaired by Dr Francesco Granata.  The Nomination Committee meets at least twice a year at appropriate times in the reporting cycle.  The Nomination Committee is responsible for considering and making recommendations to the Board in respect of appointments to the Board. It is also responsible for keeping the structure, size and composition of the Board under regular review, and for making recommendations to the Board with regard to any changes necessary.  The Nomination Committee also considers succession planning, taking into account the skills and expertise that will be needed on the Board in the future.