Corporate Governance.
The Board of Directors recognizes the importance of sound corporate governance. The company complies with the main provisions of the UK Laws and Regulations including those affecting not only to Private Limited Companies but also Public Limited Companies, as far as is practicable and appropriate for a company of this size and uses the Corporate Governance Guidelines for Smaller Quoted Companies as a useful basis from which to describe its corporate governance practices.
The Board considers the figure of two non-executive directors to be independent and to represent shareholder´s interest. Both independent directors have considerable relevant experience to sufficiently question and hold the executive directors to account.
The Board meets regularly throughout the year with all decisions concerning the direction and control of the business made by a quorum of the Board. The main mechanisms of control agreed by the Board are the Medium Term Business Plan and the Annual Budget for expenditure. These items are discussed by the Board on a regular basis.
As far as the Pharmaceutical and Biotechnological fields are immerse on a certain and unpredictable risks, the assessment of risks associated to business is a priority to the Board. The major risks are laid down in detail in the company´s annual document and report named ND Pharma & Biotech C(4) Document. They concern mainly the control and timely progress of clinical trials and the obtaining of regulatory approval and profitable agreements with other parties, with adequate financial resources to achieve these objectives.
Although the Company´s Articles of Association do not require Directors to submit themselves for re.election every three years, the Board has resolved to adopt this principle and appropriate resolutions will be placed before shareholders at future Annual General Meetings.
The Board seeks to promote efficient and effective shareholder communication. The Company meets with its institutional shareholders and analysts as appropriate and holds its Annuel General Meeting to facilitate communication with shareholders. Information is further provided in the form of the Annual Report and Accounts. the Interim Statements remain private as the Company is registered by now as Private Limited.
An Audit committee and a Remuneration Committee have been established with formally delegated duties and responsibilities. The members of both committees are the non-executive Directors.
The company believes that the skills and experience of each director are of the appropriate capacity to blend and form and provide effective governance and management of the business.
The Board is supported by the Company Secretary, who is not a Board Director.
The Board considers the figure of two non-executive directors to be independent and to represent shareholder´s interest. Both independent directors have considerable relevant experience to sufficiently question and hold the executive directors to account.
The Board meets regularly throughout the year with all decisions concerning the direction and control of the business made by a quorum of the Board. The main mechanisms of control agreed by the Board are the Medium Term Business Plan and the Annual Budget for expenditure. These items are discussed by the Board on a regular basis.
As far as the Pharmaceutical and Biotechnological fields are immerse on a certain and unpredictable risks, the assessment of risks associated to business is a priority to the Board. The major risks are laid down in detail in the company´s annual document and report named ND Pharma & Biotech C(4) Document. They concern mainly the control and timely progress of clinical trials and the obtaining of regulatory approval and profitable agreements with other parties, with adequate financial resources to achieve these objectives.
Although the Company´s Articles of Association do not require Directors to submit themselves for re.election every three years, the Board has resolved to adopt this principle and appropriate resolutions will be placed before shareholders at future Annual General Meetings.
The Board seeks to promote efficient and effective shareholder communication. The Company meets with its institutional shareholders and analysts as appropriate and holds its Annuel General Meeting to facilitate communication with shareholders. Information is further provided in the form of the Annual Report and Accounts. the Interim Statements remain private as the Company is registered by now as Private Limited.
An Audit committee and a Remuneration Committee have been established with formally delegated duties and responsibilities. The members of both committees are the non-executive Directors.
The company believes that the skills and experience of each director are of the appropriate capacity to blend and form and provide effective governance and management of the business.
The Board is supported by the Company Secretary, who is not a Board Director.
Corporate Governance Code
The Company is not required to comply with the UK Corporate Governance Code. However, the directors recognize the importance of sound corporate governance, while also taking into account the size and nature of the Company’s group, and will, as a matter of best practice, adopt many of the Code’s recommendations as from Admission.
Board Composition And Committees
The board consists of four directors, two of whom are non-executive. The board will be responsible for, among other things, strategy, budget, performance, approval of major capital expenditure and the framework of internal controls.
The board has established an Audit and Risk Committee and a Remuneration Committee, with formally delegated duties and responsibilities.
Audit and Risk Committee
The Audit and Risk Committee is presided by CEO, and will have primary responsibility for monitoring the quality of internal controls, ensuring that the financial performance of the Company is properly measured and reported on and reviewing reports from the Company’s auditors relating to the Company’s accounting and internal controls, in all cases having due regard to the interests of Shareholders.
The Audit and Risk Committee will meet at least twice a year.
Remuneration Committee
The Remuneration committee will have the CEO as Chairman, and will review the performance of the executive directors and determine their terms and conditions of service, including their remuneration and the grant of options, having due regard to the interests of Shareholders.
The Remuneration Committee will meet at least once a year.
Approach to Risk and Internal Control
The board is responsible for establishing and maintaining the Group’s system of internal controls. Internal control systems are designed to meet the particular needs of the group, and to address the risks to which it is exposed. By their nature, internal control systems are designed to manage rather than eliminate risk, and can provide only reasonable and not absolute assurance against material misstatement or loss.
As stated, primary responsibility for monitoring the quality of internal controls has been delegated to the Audit and Risk Committee.
Communicating Vision and Strategy
The directors seek to visit institutional shareholders at least twice a year. In addition, all shareholders are welcome to attend the Company’s annual general meeting, where there is an opportunity to question the directors as part of the agenda, or more informally after the meeting. Communication with shareholders is seen as an important part of the board’s responsibilities, and care is taken to ensure that all price sensitive information is made available to all shareholders at the same time.
Board Performance and Remuneration
The Company is not required by the Companies Act 2006 to prepare a directors’ remuneration report. However, as part of its commitment to best practice, the Company adheres to the principles of good governance when deciding remuneration strategy and has delegated responsibility for remuneration policy to the Remuneration Committee.
The Remuneration Committee meets at least once a year, and its broad responsibility is to ensure the remuneration packages of the executive directors and senior management are competitive and designed to attract, retain and motivate individuals of high quality.
Additional
The Directors understand the importance of complying with the AIM Rules for Companies relating to Directors’ dealings and has established a share dealing code which is appropriate for an AIM quoted company, as it is expected launch in near future as our Corporate Banking Service has advised.
Board Composition And Committees
The board consists of four directors, two of whom are non-executive. The board will be responsible for, among other things, strategy, budget, performance, approval of major capital expenditure and the framework of internal controls.
The board has established an Audit and Risk Committee and a Remuneration Committee, with formally delegated duties and responsibilities.
Audit and Risk Committee
The Audit and Risk Committee is presided by CEO, and will have primary responsibility for monitoring the quality of internal controls, ensuring that the financial performance of the Company is properly measured and reported on and reviewing reports from the Company’s auditors relating to the Company’s accounting and internal controls, in all cases having due regard to the interests of Shareholders.
The Audit and Risk Committee will meet at least twice a year.
Remuneration Committee
The Remuneration committee will have the CEO as Chairman, and will review the performance of the executive directors and determine their terms and conditions of service, including their remuneration and the grant of options, having due regard to the interests of Shareholders.
The Remuneration Committee will meet at least once a year.
Approach to Risk and Internal Control
The board is responsible for establishing and maintaining the Group’s system of internal controls. Internal control systems are designed to meet the particular needs of the group, and to address the risks to which it is exposed. By their nature, internal control systems are designed to manage rather than eliminate risk, and can provide only reasonable and not absolute assurance against material misstatement or loss.
As stated, primary responsibility for monitoring the quality of internal controls has been delegated to the Audit and Risk Committee.
Communicating Vision and Strategy
The directors seek to visit institutional shareholders at least twice a year. In addition, all shareholders are welcome to attend the Company’s annual general meeting, where there is an opportunity to question the directors as part of the agenda, or more informally after the meeting. Communication with shareholders is seen as an important part of the board’s responsibilities, and care is taken to ensure that all price sensitive information is made available to all shareholders at the same time.
Board Performance and Remuneration
The Company is not required by the Companies Act 2006 to prepare a directors’ remuneration report. However, as part of its commitment to best practice, the Company adheres to the principles of good governance when deciding remuneration strategy and has delegated responsibility for remuneration policy to the Remuneration Committee.
The Remuneration Committee meets at least once a year, and its broad responsibility is to ensure the remuneration packages of the executive directors and senior management are competitive and designed to attract, retain and motivate individuals of high quality.
Additional
The Directors understand the importance of complying with the AIM Rules for Companies relating to Directors’ dealings and has established a share dealing code which is appropriate for an AIM quoted company, as it is expected launch in near future as our Corporate Banking Service has advised.
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This Company is valued 50% by numbers and 50% by the contributions made to the Society,...so we never loose our focus.
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