Corporate governance refers to the principles, systems and policies by which a company is managed. These guidelines aim to ensure business is conducted with honesty, fairness and transparency, and improve the accountability of the Company to its shareholders.
Role of the Board
The Board provides leadership for the company and, either directly or through committees of directors, brings an independent and objective judgement on all issues of strategy, performance and standards of conduct.
The Directors have responsibility for the overall corporate governance of Allergy Therapeutics. They recognise the need for high standards of behaviour and accountability. The Directors are committed to the principles underlying best practice in corporate governance and intend that the Company will comply with the principles of the Combined Code in such respects as are appropriate for a company of its size and nature. The Board currently consists of a non-executive chairman, two executive directors and three non-executive directors.
The Audit Committee, which meets at least twice each year, comprises Stephen Smith (chairman) and Peter Jensen. The Audit Committee are responsible for ensuring that the financial performance of the Group is properly monitored and reported on. It meets with the auditors, who are formally invited to attend each meeting, without the executive directors being present, and reviews reports relating to accounts and internal control systems.
The Committee operates within specific terms of reference which include:
- Considering the appointment of external auditors;
- Reviewing the effectiveness of financial reporting and internal control procedures;
- Monitoring the integrity of the financial statements of the group and any significant financial reporting judgements contained therein;
- Reviewing the independence and objectivity of the external auditors.
The Group’s Remuneration Committee comprises Stephen Smith (chairman) and Thomas Lander. The Company Secretary also attends meetings to act as minute taker at the Committee’s request. The principle purpose of the Committee is to agree the directors' salary increases, annual bonuses and any changes in benefits. It also agrees share options granted to the directors. For the purpose of reaching appropriate decisions the Committee may refer to relevant sources of information. The Committee's policy is to set remuneration packages for executive directors that are competitive with the market, allowing the Company to attract, motivate and retain executives of the highest calibre. Remuneration packages are designed to reward executives for improved performance via annual bonus payments and awards of share options, which together constitute a potentially significant proportion of the total remuneration opportunity.
The Group’s Nominations Committee comprises Peter Jensen (chairman) and Stephen Smith. The principle purpose of the Committee is to review the Board structure, size and composition. It makes recommendations to the Board with regard to any changes deemed necessary, evaluates the balance of skills, knowledge and experience of the Board and reviews the performance of the Board. It also makes recommendations, if appropriate, for the re-election of any directors approaching retirement. The Committee is authorised by the Board to select, retain, terminate and approve the fees and other terms of engagement of external independent professional advisers with relevant experience and expertise it considers necessary to the business. This includes the employment of search consultants.
The Company is governed by the Alternative Investment Market regulations (AIM) and The City Code on Takeovers and Mergers.