Corporate Governance
The directors recognise the importance of sound corporate governance. As an AIM-quoted company, the Board has concluded that the Quoted Companies Alliance Corporate Governance Code (“the QCA Code”) is an appropriate code for the Company.
The Board, through its adoption of the QCA Code, believes in the value of putting the necessary systems and processes in place to support the medium to long-term delivery of the Company’s strategic objectives. The Board is aware of the importance of communicating these strategic objectives to stakeholders and in reporting performance in a manner that encourages constructive dialogue to support the production of sustainable value in the long term. The Board recognises its role in setting the strategic direction of the business as well as in establishing the organisation’s risk appetite. This is supported with a strong belief in appropriate accountability and performance measures. Further, the Board is cognisant of the key role it plays in setting the tone and culture of the entire group.
The Board comprises 6 directors, 2 of which are executive and 4 are non-executive.
The Board has considered each of the 10 principles contained within the QCA Code and implemented the actions appropriate to a Company of 4basebio PLC’s size and complexity. Each of these principles is considered in further detail in the next section.
In addition, the Company has implemented a code of conduct for dealing in the shares of the Company by directors and employees and standard committees as would be expected of an AIM company.
Establish a strategy and business model which promote long-term value for shareholders
The Group is a specialist life sciences group of companies focussed on exploiting its intellectual property in the field of cell & gene therapies and vaccines. Using its proprietary technology, 4basebio PLC is focussed on developing and supplying next generation therapeutic DNA, as well as non-viral nanoparticles for use in gene therapy delivery.
The Company’s strategy is to:
- develop a highly efficient and scalable manufacturing process for its proprietary synthetic DNA with a view to manufacturing and selling large quantities of pharmaceutical grade DNA;
- develop gene therapy delivery systems centred on non-viral nanoparticles; and
- identify a number of indications, where the combination of the Company’s DNA and non-viral delivery system technology can be combined to progress potential gene therapies through pre-clinical development.
The Board considers the Company to be well funded, with cash resources to fund it to commercialisation. The Board considers this approach should provide shareholders with significant long term value should the Company be successful in executing its strategy.
Seek to understand and meet shareholder needs and expectations
The Company has a significant number of smaller shareholders with whom the Board is experienced in communicating.
The Company also has a number of significant shareholders who were supportive of the Company joining AIM in 2021 and whose expectations the directors consider they understand well.
The Company maintains a website for general corporate and investor information and intends to publish presentations as and when they are produced.
Take into account wider stakeholder and social responsibilities and their implications for long-term success
The Board recognises the importance of the Company’s wider stakeholders to its long-term success. These include, inter alia, prospective investors, employees, contractors, suppliers, potential partners, potential customers, regulators and advisers. The Company’s business model relies upon it further advancing its intellectual property and know-how, which will require it to actively consider and reflect the views of its stakeholders at large.
The Board recognises that the Company operates within the wider pharmaceutical industry and strives to remain alert to developments in a wider industry/society context.
Embed effective risk management, considering both opportunities and threats, throughout the organisation
The Company operates within a complex business environment and in an industry that is known for scientific breakthrough and rapid development. Further, the activities of the Company and its potential customers are in a sector which is ultimately heavily regulated, requiring all participants in its value chain to operate with the highest regard to risk management.
The Board also recognises that effective risk management goes beyond the development of its core products and services and also also includes the risk management in respect to its activities as an AIM quoted Company.
Risk assessment is a priority for the Board. The major risk to the business concerns mainly its ability to commercialise its proprietary technology, with a view to generating revenues and profits over time.
Maintain the Board as a well-functioning, balanced team led by the Chairman
The Board members have a collective responsibility and legal obligation to promote the interests of the Company.
In the table below, details of the Board of Directors are summarised:
| Name | Title | Independent | Committee |
|---|---|---|---|
| Tim McCarthy | Chairman | x | Audit, Remuneration |
| Dr Heikki Lanckriet | Chief Executive Officer | ||
| David Roth | Chief Financial Officer | ||
| Pilar de la Huerta | Independent Non-executive Director | x | Audit, Remuneration |
| Hansjörg Plaggemars | Non-executive Director | Audit, Remuneration | |
| Joseph Fernández | Non-executive Director | Audit, Remuneration |
Brief biographies of each director are set out under the following Principle 6. The Company believes that the skills and experience of each director are of the appropriate mix to provide effective governance and management of the business.
The Board considers the non-executive directors to represent the interests of shareholders at large. The directors have considerable relevant experience to sufficiently question and hold the executive directors to account.
Each director is required to devote as much time is required to carry out the roles and responsibilities required.
The Board meets regularly throughout the year with all decisions concerning the direction and control of the business made by a quorum of the Board.
Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities
You can read up to date biographies for all the Board on our Leadership page.
Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement
Internal evaluation of the Board, the Audit Committee and Remuneration Committee as well as individual directors is seen as a useful next step for the Company. The target is to develop a regular review process to monitor the Board on a number of fronts. It is likely that the review will take the form of peer appraisal, questionnaires and discussions to determine the overall effectiveness of individual directors and the Board as a whole. Specific consideration will be given to evaluating non-executive directors continued independence.
Promote a corporate culture that is based on ethical values and behaviours
The Board recognises its role in establishing and monitoring not only the strategic direction and risk appetite but also the tone and culture of the organisation. Operating within the space of pharmaceutical development, an ethical approach is essential. As such, the Board places great importance on the serious pursuit of innovation and making effective use of its resources. It applies to the directors as well as all group employees and consultants. It is a key belief of the Company and helps to define its competitive advantage in relation to its peers.
Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board
The Board is responsible for long-term success of the Company. There is a schedule of matters reserved for the Board that guides the Board’s activities.
An Audit Committee and a Remuneration Committee have been established with formally delegated duties and responsibilities. The members of both committees are the Non-Executive Directors.
Audit Committee
The Audit Committee determines the engagement of the Company’s auditors and, in consultation with them, the scope of their audit. The Audit Committee receives and reviews reports from management and the auditors relating to the interim and annual financial statements and the accounting and internal control systems in use by the company. It has unrestricted access to the auditors. The Committee has formal terms of reference and meets at least twice a year.
The Board and the Audit Committee review the need for an internal audit function on an annual basis and currently do not consider it to be necessary at this stage in the company’s development.
The Directors acknowledge their responsibilities for the Group’s system of internal financial controls. The Group’s financial reporting arrangements are designed to provide the Directors with reasonable assurance that problems are identified on a timely basis and dealt with appropriately.
Remuneration Committee
The Remuneration Committee reviews the scale and structure of the Executive Directors’ remuneration and benefits and the terms of their service contracts. The remuneration of the Non-Executive Directors is determined by the Board as a whole.
It is the duty of the Committee, inter alia, to determine and agree with the Board the framework or broad policy for the remuneration of the Company’s executive Board members. The remuneration packages are designed to motivate and retain Executive Directors to ensure the continuing development of the Company and to reward them for enhancing value to shareholders.
Nominations Committee
The directors consider that the Company is not currently of a size to warrant the need for a separate Nominations Committee and any decisions which would usually be taken by the Nomination Committee will be taken by the Board as a whole.
Share Dealing Code
The Company has adopted a Share Dealing Code given the importance of having a clear and effective policy that sets out the rules and procedures for share dealings by the Directors and other applicable employees.
Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders
The Board is committed to maintaining good communication with its shareholders and in promoting effective dialogue regarding the Company’s strategic objectives and performance. The Annual General Meeting and any other General Meetings that are held throughout the year are for shareholders to attend and question the Directors on the company’s performance.
The Board welcomes shareholder engagement.
Shareholders wishing to make contact with the company should please use the email info@4basebio.com.
The Corporate Governance code was last reviewed on 12 September 2023.
