Corporate governance

Board of Directors, management and committees

Audit Committee

Mr Vikas Sinha, Dr David Ebsworth, Dr Andrew Sinclair
Download Audit Committee terms of reference

Remuneration Committee

Dr Ken Cunningham, Dr David Ebsworth, Mr Rishi Gupta
Download Remuneration Committee terms of reference

Nominations Committee

Dr David Ebsworth, Dr Mahendra Shah, Dr Anders Ullman
Download Nominations Committee terms of reference


Board of Directors

Senior management


Corporate social responsibility

The Board of Directors of Verona Pharma recognises the importance of sound corporate governance and strives, where practicable for a company of its size and nature, to comply with the standards of good practice prescribed by the UK Corporate Governance Code (2012) in its four specified areas:

  • Board leadership and effectiveness
  • Directors' remuneration
  • Accountibility with respect to financial practices
  • Relations with shareholders

For a copy of the UK Corporate Governance Code (2012), visit the UK Financial Reporting Council (FRC) website at

The Board of Directors has established an Audit Committee, a Remuneration Committee and a Nominations and Corporate Governance Committee, with formally delegated duties and responsibilities

Share dealing code

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.

Download the Verona Pharma Share dealing code

Code of business conduct and ethics

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).

Download the Verona Pharma Code of business conduct and ethics

AIM Rules compliance policy

The Company has adopted an AIM Rules compliance policy in order to ensure compliance with Rule 31 of the AIM Rules.

Download the Verona Pharma AIM Rules compliance policy

Policies and procedures for complaints

The Company has adopted policies and procedures for complaints regarding accounting, internal accounting controls, fraud and auditing matters. The Board has appointed a "compliance officer" to oversee compliance with the policies and procedures.

Download the Verona Pharma Policies and procedures for complaints policy

Our commitment

Whistle blowing

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.

Making a report

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.

Shareholder Circulars

General Meeting

The next General Meeting of shareholders of the Company is scheduled to be held on June 26, 2018  at 4:00 p.m. at the offices of Latham & Watkins (London) LLP, 99 Bishopsgate, London, EC2M 3XF, United Kingdom. The Circular incorporating the notice convening the General Meeting and related documentation can be found below:

Circular for June 26, 2018 General Meeting

Proxy Form for June 26, 2018 General Meeting



Verona Pharma plc
3 More London Riverside, London SE1 2RE
T: +44 (0)203 283 4200

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