GOVERNANCE, COMMITTEES AND CSR
The UK Corporate Governance Code (“the Code”) sets out standards of good practice in relation to issues such as board composition and development, remuneration, accountability and audit and relations with Shareholders. As an AIM listed Company, Port Erin Biopharma Investments Limited (“PEBI”) materially complies with the provisions of the Code to the extent which is appropriate to the Company’s nature and scale of operations.
During the past six years, Mr Mellon has invested widely in the biopharma industry and co-authored “Cracking the Code”, an analysis of the investment potential within the biotech sector.
THE BOARD OF DIRECTORS
The Company’s Articles of Association require that all directors seek election by shareholders at the first annual general meeting following their appointment and one third of directors seek re-election every year.
The Board of Directors meets at least once a quarter and more often if required and its responsibilities include:
- Strategy and management of the Company including the long term objectives and commercial strategy.
- Approval of the annual operational and capital expenditure budgets.
- Oversight of operations.
- Changes to structure and capital.
- The maintenance of effective financial reporting and controls
- Ensuring maintenance of a sound system of internal control and risk management.
- Approval of major capital projects.
- Communication with Shareholders.
It is within the power of the Board, unless expressly forbidden by the articles of association or statute to delegate authority to a duly authorised committee or a member of the Executive. Typically this would relate to operational issues or processes which are within agreed policy and not of strategic impact.
The Board has implemented a share dealing policy for the Directors and applicable employees of all Group entities requiring observance of AIM rules, the Model Code and the Takeover Code requirements.
All Non-Executive Directors may take independent professional advice at the Company’s expense in order to fulfil their duties.
RISK MANAGEMENT AND INTERNAL CONTROL
The PEBI risk management systems are designed to provide assurance that risk is appropriately identified and effectively managed. The Board has overall responsibility for risk management and reviewing the effectiveness of internal controls with assistance from the Audit Committee. The Executive is responsible for the implementation of Board strategies and the maintenance of effective systems of control.
BOARD COMMITTEES
The Board has established three committees, The Audit Committee, The Remuneration Committee and The Nomination Committee. The duties of each are formally delegated by the Board and are detailed in specific Terms of Reference approved by the Board each year.
THE AUDIT COMMITTEE
The Audit Committee meets quarterly or more often as required. It is responsible for assisting the Board to discharge its responsibilities relating to accounting policies, internal control and financial reporting.
The external Auditors and Executive Directors are invited to attend meetings as appropriate, while the external Auditors and the Internal and Audit functions have unfettered access to Committee members.
The Audit Committee also monitors the provision of non-audit services by the external auditor to ensure the provision of such services does not impair the external Auditors’ independence of objectivity.
THE REMUNERATION COMMITTEE
The Remuneration Committee recommends to the full Board the terms and conditions, including annual remuneration.
The Remuneration Committee has access to external professional advice and relevant company records and personnel. The primary purpose of the Remuneration Committee is to attract, retain and motivate staff of a quality to drive the business forward.
THE NOMINATION COMMITTEE
The full Board forms the Nomination Committee which considers all new Board appointments and succession planning in the light of the needs of the Company from time to time.