The Directors recognise the importance of sound corporate governance and confirm that they intend to comply, so far as practicable and to the extent appropriate for a company of Evgen Pharma’s nature and size, with the recommendations in the QCA Code, which have become a widely recognised benchmark for corporate governance of smaller quoted companies, particularly AIM companies.
The Board will meet around ten times a year to review, formulate and approve the Group’s strategy, budgets, corporate actions and oversee the Group’s progress towards its goals. There are Audit and Remuneration Committees in place with formally delegated duties and responsibilities and with specific terms of reference. From time to time separate committees may be set up by the Board to consider specific issues when the need arises. Susan Foden has been appointed as the Senior Independent Director. Due to the size of the Group, the Directors have decided that issues concerning the nomination of directors will be dealt with by the Board rather than a committee but will regularly reconsider whether a nominations committee is required.
The Group has both an Audit and a Remuneration committee with formally delegated duties and responsibilities. The Audit Committee comprises Marc d’Abbadie as Chair, Susan Foden and Alan Barge. The Remuneration Committee comprises Susan Foden as Chair, Mark Wyatt and Alan Barge.
The Audit Committee determines the terms of engagement of the Group’s auditors and will determine, in consultation with the auditors, the scope of the audit. The Audit Committee receives and reviews reports from management and the Group’s auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group. The Audit Committee has unrestricted access to the Group’s auditors.
The Remuneration Committee reviews the scale and structure of the Executive Directors’ and senior employees’ remuneration and the terms of their service or employment contracts, including share option schemes and other bonus arrangements. The remuneration and terms and conditions of the Non-executive Directors are set by the entire Board.
The Board is responsible for monitoring the Group’s risks and implementing other systems which are deemed necessary.