On 8 March 2018 the London Stock Exchange published its revised rules for AIM quoted companies. Rule 26 now requires that AIM Listed companies apply a recognised corporate governance code on a comply or explain basis and make appropriate disclosures in satisfaction of this rule on their website.
As a company whose shares are admitted to trading on AIM, Shield Therapeutics is required to comply with the AIM Rules for Companies. The Board recognises the importance of sound corporate governance and the attached disclosures set out the Company’s application of the UK Corporate Governance Code (2016) as well as reasons for any departures from the Code. To view our UK Corporate Governance Code disclosures please click here.
The Board is committed to the highest standards of corporate governance and maintaining a sound framework for the control and management of the Group’s business. The Board is responsible for leading and controlling the Group and has overall authority for the management and conduct of the Group’s business and the Group’s strategy and development. The Board is also responsible for ensuring the maintenance of a sound system of internal control and risk management (including financial, operational and compliance controls, and for reviewing the overall effectiveness of systems in place) and for the approval of any changes to the capital, corporate and/or management structure of the Group. The Board comprises of five members, one executive director and four independent non-executive directors. As a result of Dr Andrew Heath stepping down from the Board at the recent AGM, a search for a replacement Chairman is underway. In the intervening period, it has been agreed amongst the four non-executive directors that each of them will take responsibility for acting as Chairman in rotation.
For further information see our Directors page.
The Audit Committee has responsibility for, among other things, the monitoring of the financial integrity of the financial statements of the Group and the involvement of the Group’s auditors in that process, reviewing the effectiveness of the Group’s internal control systems and risk management systems and overseeing the process for managing risks across the Group, including reviewing the Group’s corporate risk profile. It focuses in particular on compliance with legal requirements, accounting standards and the rules of the FCA and ensuring that an effective system of internal financial controls is maintained. The ultimate responsibility for reviewing and approving the annual report and accounts and the half-yearly reports remains with the Board. The Audit Committee will normally meet at least twice a year at the appropriate times in the reporting and audit cycle.
The members of the Audit Committee are Peter Llewellyn-Davies and James Karis. Peter Llewellyn-Davies is regarded as having recent and relevant financial experience. The committee chair is Peter Llewellyn-Davies.
The Remuneration Committee has responsibility for determination of specific remuneration packages for each of the executive directors and any applicable senior executive management of the Company, including pension rights and any compensation payments and recommending and monitoring the level and structure of remuneration for senior management, and the implementation of share option, or other performance-related schemes. The Remuneration Committee will meet at least once a year.
The members of the Remuneration Committee are James Karis and Rolf Hoffmann. The committee is chaired by James Karis.
The Nomination Committee is responsible for considering and making recommendations to the Board in respect of appointments to the Board, the Board committees and the chairmanship of the Board committees. It is also responsible for keeping the structure, size and composition of the Board under regular review, and for making recommendations to the Board with regard to any changes necessary. The Nomination Committee will meet as required.
The members of the Nomination Committee are Rolf Hoffmann, Peter Llewellyn-Davies and James Karis. The committee is chaired by Rolf Hoffmann