Mr Vikas Sinha, Dr David Ebsworth, Dr Andrew Sinclair
Download Audit Committee terms of reference
Dr Ken Cunningham, Dr David Ebsworth, Mr Rishi Gupta
Download Remuneration Committee terms of reference
Dr David Ebsworth, Dr Mahendra Shah, Dr Anders Ullman
Download Nominations Committee terms of reference
The Board of Directors of Verona Pharma recognises the importance of sound corporate governance and strives to comply with and will report against the standards of corporate governance prescribed by the Corporate Governance Code for Small and Mid-Size Quoted Companies from The Quoted Companies Alliance (the “QCA Code”). The Board believes that this corporate governance framework is appropriate for the Company, having regard to its size and nature. The Board periodically reviews the QCA Code and updates the framework if necessary, with the last review undertaken on 1st September 2018. For a copy of the QCA Code, visit the Quoted Company Alliance (QCA) website at www.theqca.com.
The Board maintains and periodically reviews a list of matters that are reserved to, and can only be approved by, the Board. These include:
There is a clear separation of the roles of Chief Executive Officer and non-Executive Chairman. The non-Executive Chairman is responsible for overseeing the running of the Board, ensuring that no individual or group dominates the Board’s decision-making and ensuring the non-Executive Directors are properly briefed on matters. The Chief Executive Officer has the responsibility for implementing the strategy of the Board and managing the day to day business activities of the Group.
The Board undertakes an annual performance evaluation process, based on clear and relevant objectives and seeking continuous improvement.
Generally, the performance evaluation is conducted in June each year and done in the form of a structured questionnaire circulated to all Directors, asking them to rate the performance of the Board and its Committees in a number of strategic areas and provide a rationale for any low rating. Results are analysed by the Chairman and Legal Counsel and any key themes are reported and discussed with the Board. Any recommendations arising from such review which are designed to specifically address any issues identified are implemented by the Board.
The annual performance evaluation conducted in 2018 evolved from the previous year’s evaluation by including a review of Committee performance. The 2018 evaluation resulted in the following recommendations, which are being implemented by the Board: increased involvement of the Board in regulatory strategy; increased exposure to senior management through their attendance at Board meetings; separate working group meetings on strategically important operational issues involving senior management and Board members with relevant experience; and expanded risk oversight by the Audit Committee.
The Nomination and Governance Committee and, where appropriate, the full Board, regularly review the composition and skills of the Board and the status of succession to both executive and non-executive directors. Through their networks, Directors have regular contact with and access to succession candidates.
Our Board has established three standing committees: an Audit Committee, a Remuneration Committee and a Nomination and Governance Committee, with formally delegated duties and responsibilities. The composition and terms of reference of these committees can be found here.
The Board values good relations with the Company’s shareholders and understands the importance of effectively communicating the Company’s operational and financial performance as well as its future strategy. The Company’s website provides financial information as well as historical news releases and matters relating to corporate governance.
The Chairman, Chief Executive Officer and Chief Financial Officer maintain ongoing dialogue with shareholders and communicate their views to the Board. The Board recognizes it is accountable to shareholders and ensures that their views are taken into account in agreeing the Company’s strategy and other operational matters.
Annual and interim results are communicated by regulatory news services as are ad hoc operational and regulatory releases. Shareholders may also attend the Annual General Meeting where they can discuss matters with the Board.
The Board believes that the Company has strong relationships with its major shareholders and, through its shareholder communications and news releases, its shareholder base as a whole.
In the performance of its duties the Board listens to the views of other key stakeholders, including our target patient groups, clinicians, regulators, suppliers and employees, and is cognisant of the potential impacts of decisions it makes.
The Company has established a Clinical and Scientific Advisory Board (“CSAB”) which consists of clinicians with relevant experience in the treatment of respiratory diseases. The CSAB provides a means of identifying emerging issues for patients and health care providers in the treatment of respiratory diseases that can be brought to the attention of the Board. Details of the membership of our CSAB can be found here.
To ensure that our Non-Executive Directors develop and maintain a greater insight and understanding of the business and key stakeholders:
Our Board believes that our business model requires the following to be successful:
The Company has adopted a number of corporate governance policies and procedures, including the following:
The Company has adopted a share dealing code in order to ensure compliance with the EU Market Abuse Regulation and Rule 21 of the AIM Rules.
The Company has adopted a code of business conduct and ethics in order to ensure compliance with the UK Bribery Act (2010) and as the Company’s “code of ethics” within the meaning of the Sarbanes-Oxley Act (2002).
The Company has adopted an AIM Rules compliance policy in order to ensure compliance with Rule 31 of the AIM Rules.
The Company has adopted policies and procedures regarding accounting, internal accounting controls, fraud and auditing matters. The Board has appointed a "compliance officer" to oversee compliance with the policies and procedures.
Verona Pharma is an organization with strong values of responsibility and integrity. Our Code of Business Conduct and Ethics contains general guidelines for conducting business with the highest standards of ethics.
Verona Pharma is committed to an environment where open, honest communications are the expectation, not the exception. We want you to feel comfortable in approaching your supervisor or management in instances where you believe violations of policies or standards have occurred.
In situations where you prefer to place an anonymous report in confidence, you are encouraged to use this hotline, hosted by a third party hotline provider, EthicsPoint. You are encouraged to submit reports relating to violations stated in our Code of Business Conduct and Ethics as well as our Policies and Procedures for Complaints regarding Accounting, Internal Accounting Controls, Fraud or Auditing Matters.
The information you provide will be sent to us by EthicsPoint on a totally confidential and anonymous basis if you should choose. You have our guarantee that your comments will be heard.
See the EthicsPoint FAQs for more information.
To make a report please go to the EthicsPoint website here where you will be able to find the appropriate information for filing a report. Please note, EthicsPoint is NOT a 911 or Emergency Service. Do not use the EthicsPoint website to report events presenting an immediate threat to life or property. Reports submitted through this service may not receive an immediate response. If you require emergency assistance, please contact your local authorities.
The Annual General Meeting of shareholders of Verona Pharma will be held at the London offices of Latham & Watkins LLP, 99 Bishopsgate, London EC2M 3XF at 10.00 a.m. on May 7, 2019. The Notice convening the Annual General Meeting and related documentation can be found below.