The Board of Venn Life Sciences plc is committed to good corporate governance and accordingly applies the Corporate Governance guidelines of the 2018 QCA Code.
Follow this link for details of how the Company complies with the QCA Code.
Board Composition and Responsibility
The Board currently comprises a non-executive Chairman, two executive Directors and two non-executive Directors. The Board notes that the Combined Code guidance recommends that at least half the Board should comprise independent non-executive Directors. The Board has determined that Cathal Friel, Michael Ryan and Brendan Buckley are independent in character and judgement and that there are no relationships or circumstances which could materially affect or interfere with the exercise of their independent judgement. The Board believes this combination of executive and non-executive Directors allows it to exercise objectivity in decision making and proper control of the Group’s business. The Board considers this composition is appropriate in view of the size and requirements of the Group’s business and the need to maintain a practical balance between executives and non-executives.
All Directors are subject to election by shareholders at the first Annual General Meeting after their appointment, and are subject to re-election at least every three years. Non-executive Directors are appointed for a specific term of office which provides for their removal in certain circumstances, including under section 168 of the Companies Act 2006. The Board does not automatically re-nominate non-executive Directors for election by shareholders. The terms of appointment of the non-executive Directors can be obtained by request to the Company Secretary.
The Board’s primary objective is to focus on adding value to the assets of the Group by identifying and assessing business opportunities and ensuring that potential risks are identified, monitored and controlled. Matters reserved for Board decisions include strategic long-term objectives and capital structure of major transactions. The implementation of Board decisions and day to day operations of the Group are delegated to Management.
8 Board meetings were held during 2017.
The Director’s attendance record during the year is as follows:
|Anthony Richardson (Chief Executive Officer)||8|
|Michael Ryan (Non-Executive Director)||8|
|Christian Bernard Milla (Chief Operating Officer) – Appointed 16 August 2017||2|
|Cathal Friel (Chairman) – Appointed 11 December 2018|
|Brendan Buckley (Non-Executive Director) – Appointed 11 December 2018|
|Jonathan Hartshorn (Chief Financial Officer) – Resigned 21 March 2018||8|
|Paul Kennedy (Non-Executive Director) – Resigned 5 April 2017||2|
|Allan Wood (Chairman) – Resigned 11 December 2018||8|
|Mary Sheahan (Non-Executive Director) – Resigned 11 December 2018||8|
Audit and Risk Committee
This comprises Cathal Friel as Chairman, Brendan Buckley and Michael Ryan as the other members of the committee. Brendan Buckley is an independent Director and has recent and relevant finance experience. The principal duties of the committee are to review the half-yearly and annual financial statements before their submission to the Board and to consider any matters raised by the auditors. The Committee also reviews the independence and objectivity of the auditors. The terms of reference of the Committee reflect current best practice, including authority to:
- Recommend the appointment, re-appointment and removal of the external auditors;
- Ensure the objectivity and independence of the auditors including occasions when non-audit services are provided; and
- Ensure appropriate ‘whistle-blowing’ arrangements are in place.
The Chairman may seek information from any employee of the Group and obtain external professional advice at the expense of the Company if considered necessary. Due to the relatively low number of personnel employed within the Group, the nature of the business and the current control and review systems in place, the Board has decided not to establish a separate internal audit department.
The Company has established a formal and transparent procedure for developing policy on executive remuneration and for fixing the remuneration packages of individual Directors. No Director is involved in deciding his own remuneration.
This committee comprises Cathal Friel as Chairman and Brendan Buckley and Michael Ryan as the other members of the committee. The committee considers the employment and performance of individual executive Directors and determine their terms of service and remuneration. It also has authority to grant options under the Company’s Executive Share Option Scheme. The Committee intends to meet at least twice a year.
The Nomination Committee comprises Michael Ryan as Chairman and Anthony Richardson and Brendan Buckley as the other members of the committee. It identifies and nominates for the approval of the Board, candidates to fill Board vacancies as and when they arise. The Nomination Committee intends to meet at least twice a year.
The Directors are responsible for ensuring that the Group maintains a system of internal control to provide them with reasonable assurance regarding the reliability of financial information used within the business and for publication and that the assets are safeguarded. There are inherent limitations in any system of internal control and accordingly even the most effective system can provide only reasonable, but not absolute, assurance with respect to the preparation of financial reporting and the safeguarding of assets.
The Group, in administering its business has put in place strict authorisation, approval and control levels within which senior management operates. These controls reflect the Group’s organisational structure and business objectives. The control system includes clear lines of accountability and covers all areas of the organisation. The Board operates procedures which include an appropriate control environment through the definition of the above organisation structure and authority levels and the identification of the major business risks.
Internal financial reporting
The Directors are responsible for establishing and maintaining the Group’s system of internal reporting and as such have put in place a framework of controls to ensure that the on-going financial performance is measured in a timely and correct manner and that risks are identified as early as is practicably possible. There is a comprehensive budgeting system and monthly management accounts are prepared which compare actual results against both the budget and the previous year. They are reviewed and approved by the Board, and revised forecasts are prepared on a regular basis.
Relations with shareholders
The Company reports to shareholders twice a year. The Company dispatches the notice of its Annual General Meeting, together with a description of the items of special business, at least 21 clear days before the meeting. Each substantially separate issue is the subject of a separate resolution and all shareholders have the opportunity to put questions to the Board at the Annual General Meeting. The Chairman of the Audit and Remuneration Committees normally attend the Annual General Meeting and will answer questions which may be relevant to their work. The Chairman advises the meeting of the details of proxy votes cast on each of the individual resolutions after they have been voted on in the meeting.
The Chairman and the non-executive Directors intend to maintain a good and continuing understanding of the objectives and views of the shareholders.
Corporate social responsibility
The Board recognises that it has a duty to be a good corporate citizen and is conscious that its business processes minimise harm to the environment, contributes as far as is practicable to the local communities in which it operates and takes a responsible and positive approach to employment practices.