CORPORATE GOVERNANCE

Corporate Governance

Itaconix aims to operate to high standards of moral and ethical behaviour. All members of the board fully support the value and importance of good corporate governance and in our accountability to all of the company’s stakeholders, including shareholders, employees, customers (including patients and healthcare professionals), distributors, suppliers, regulators and the wider community.

The corporate governance framework which the group has set out, including board leadership and effectiveness, remuneration and internal control, is based upon practices which the board believes are proportionate to the risks inherent to the size and complexity of group operations.

The board considers it appropriate to adopt the principles of the Quoted Companies Alliance Corporate Governance Code (“the QCA Code”) published in April 2018. The extent of compliance with the ten principles that comprise the QCA Code, together with an explanation of any areas of non-compliance, and any steps taken or intended to move towards full compliance, are set out in the link below:

 

Board Committees

The Board has three standing committees:

 

Audit Committee

The Audit Committee meets as required, but at least twice a year. In addition to reviewing the Annual Report and Financial Statements and the Interim Report prior to their submission to the Board for approval, it keeps the scope, cost effectiveness, independence and objectivity of the external auditors under review. This includes monitoring the level of non-audit fees.

The committee routinely meets for discussion with the external auditors, who attend its meetings, as required.

 

Remuneration Committee

The Committee is responsible for determination of the remuneration and remuneration policy for the Company’s executive directors and senior executives.

 

Nominations Committee

The Nominations Committee considers succession planning, reviews the structure, size and composition of the Board and nominates candidates to fill Board vacancies.

 

Please see the Corporate Governance Table via this link:

THE BOARD OF DIRECTORS

COMMITTEES

AUDIT COMMITTEE

Itaconix has established an Audit Committee that is comprised of Bryan Dobson and Julian Heslop. Julian Heslop is the Chairman of the Committee. The Audit Committee meets at least twice a year and is responsible for reviewing the integrity of the financial statements of the Group, the Group’s compliance with legal and regulatory requirements, and the adequacy and effectiveness of the Group’s internal financial controls and risk management processes, including the extent to which internal audit review is required. It reviews the external auditors’ performance and independence and makes recommendations to the board on the appointment of the auditors.

View Audit Committee Terms of Reference (PDF)

 

REMUNERATION COMMITTEE

Itaconix has established a Remuneration Committee that is comprised of Bryan Dobson, Jim Barber and Julian Heslop. Bryan Dobson is the Chairman of the Committee. The Committee meets at least twice a year and is responsible for determining and reviewing with the board the policy for the remuneration of the executive directors and such other members of the executive management it is designated to consider. Within the terms of the agreed policy, it determines the total individual remuneration of the executive directors. The Committee also approves the design of, and determines targets for, any performance related pay schemes, reviews the design of any share incentive plans, determines the awards to the executive directors and determines the policy for, and scope, of pension arrangements for each executive director.

View Remuneration Committee Terms of Reference (PDF)

 

NOMINATIONS COMMITTEE

Itaconix has established a Nominations Committee that is comprised of Bryan Dobson and Julian Heslop, of which Bryan Dobson is the Chairman of the Committee. The Committee meets at least once a year and is responsible for reviewing the structure, size and composition of the board and recommending to the board any changes required, for succession planning and for identifying and nominating for approval of the board candidates to fill vacancies as and when they arise. The Committee is also responsible for reviewing the results of the board performance evaluation process and the membership of the board’s committees and the re-election of directors at the annual general meeting.

View Nominations Committee Terms of Reference (PDF)