The Board is comprised of four independent non-executive directors, the Chairman and one executive director, the Chief Executive Officer. The Company has recruited a replacement Chief Financial Officer who is due to take up his position on 30 November 2018 and will join the Board as an Executive Director. The non-executive directors bring a mix of financial, clinical and industry experience to the Board
At least ten Board meetings are held each year on a monthly basis with sufficient notice for directors to participate. A Board report is produced monthly and meeting agendas and Board papers are produced in advance of each meeting so that the Board can consider the matters to be discussed. The Company maintains minutes of the Board meetings. Directors are also expected to make themselves available on an ad hoc basis for consultation if the need arises.
There are two committees of the Board, the Audit Committee and the Remuneration Committee, each of which are formed by three of the non-executive directors of the Company each have policies to govern how they are run. The independent directors who form these two committees all have financial experience so are appropriate persons to advise on these committees. The Audit Committee meets twice per annum and is chaired by Alan Miller who has relevant financial experience. The Remuneration Committee meets no less than twice per annum and is chaired by Randeep Grewal who has financial experience and also experience of being an investor. Further details of these committees can be found on pages 25 and 26 of the Annual Report.
The Board has considered the merits of establishing a nomination committee, but is of the view that it is in the best interests of the Company that the Board collectively reviews, determines and approves the structure, size and composition of the Board as well as the appointment of any new director, as and when appropriate.
The non-executive directors are appointed through formal non-executive appointment letters which contain three month notice periods. The non-executive appointment letters contain an indicative time commitment of 20 days per annum however these indicate that this is an estimate and that all directors are expected to commit sufficient time to fully discharge their responsibilities. The Company has not had any issues with regular non-attendance at meetings.
Executive directors have formal service contracts which require them to work full-time in the business and have no other significant outside business commitments. These service agreements have a maximum of six-months' notice to terminate.
The Company follows the provisions in its Articles of Association in respect of the retirement and reappointment of directors at its annual general meeting each year.
The Board is satisfied that it has a suitable balance between independence and knowledge of the business to allow it to discharge its duties and responsibilities effectively and that effective controls have been put in place during the period while the Company has not had a Chief Financial Officer to maintain the effective oversight and discharge the financial functions of the Company.