The Board of Directors recognises the value and importance of maintaining the highest standards of corporate governance. The Group has decided to adopt the Quoted Companies Alliance Code (the “QCA Code”). The Board has endorsed this decision, and having carefully considered the requirements of the QCA Code, it considers that the Group has complied with the QCA Code during the year.
Please see here for our Statement of Compliance with the QCA Code.
The Board recognises that by strengthening the corporate governance framework, it will also support the overall strategy of Sensyne. It is fundamental that we embed our values into all areas of Sensyne operations. The Board is committed to implementing recommended corporate governance improvements to ensure that we attain high standards of corporate governance moving forward. Please see here for our Chairman’s statement on Corporate governance and strategy.
The Board has established an Audit and Risk Committee, a Remuneration Committee and a Nomination Committee, each with formally delegated duties and responsibilities and with written terms of reference.
The Board is responsible for formulating, reviewing and approving the Group’s strategy, budgets and corporate actions, and is collectively responsible for the long-term success of the Group. Whilst day-to-day management of the Group is delegated to the senior management team, certain matters are specifically reserved for decision by the Board and documented in a written schedule which is reviewed annually.
Details of the Board’s engagement with stakeholders is shown in the Section 172 statement of the Strategy report on page 21 in the Annual Report.
Roles & Responsibilities
Please see here for the roles and responsibilities for the Chairman, CEO and each director.
Audit and Risk Committee
The Audit and Risk Committee assists the Board in discharging its responsibilities with regard to financial reporting, including reviewing the Group’s annual and half year financial statements and accounting policies, internal and external audit and controls, reviewing and monitoring the scope of the annual audit and the extent of the non-audit work undertaken by external auditors, advising on the appointment of external auditors and reviewing the effectiveness of the Group’s corporate governance, internal audit and controls, risk management, whistle-blowing and fraud systems. The ultimate responsibility for reviewing and approving the Group’s annual report and accounts and the half year reports remains with the Board.
The Audit and Risk Committee is chaired by Mary Hardy, who is considered by the Directors to have recent and relevant financial experience. Dr Vishal Gulati is also a member of the committee. The Audit and Risk Committee will meet formally three times a year and otherwise as required. The Audit and Risk Committee will meet with the Company’s external auditors at least three times a year.
The Audit and Risk Committee's terms of reference are available here.
The Remuneration Committee is responsible for establishing a formal and transparent procedure for developing policies on executive remuneration and setting the remuneration packages of the executive Directors and other members of the executive management of the Group, including, where appropriate, bonuses, incentive payments and share options. The remuneration of non-executive Directors will be a matter for the executive Directors. No Director may be involved in any decision as to their own remuneration.
The Remuneration Committee will meet at least twice a year and at such other times as the chairman of the committee shall require.
The Remuneration Committee's terms of reference are available here.
The Nomination Committee is responsible for leading the process for board appointments and making recommendations to the Board to implement a formal and transparent procedure for the appointment of new Directors to the Board.
The Nomination Committee is chaired by Mary Hardy (Senior Independent Director). Sir Bruce Keogh (Acting Chair) is also a member of the committee. The Nomination Committee will meet at least twice a year and at such other times as the chairman of the committee shall require.
The Nomination Committee's terms of reference are available here.
See here for more information on our Board of Directors.
Board Performance Evaluation
The Board commissioned A&O Consulting to carry out a Board effectiveness review during the year. The review took into consideration the performance of the Board and its Committees, and identified certain internal procedures which could be improved to enhance information flow, and make the decision making process of the Board more effective and efficient. The report was based on a desktop review of documents, one-to-one meetings and telephone calls with Board members, the Company Secretary, the NOMAD and the external auditor. The Board found the process useful and will continue to be fully involved in the process and are committed to addressing the recommendations provided by the review. A follow up review by A&O Consulting will take place in January 2021.
During the year work has commenced on developing a succession plan for the Board members and key members of the executive management team. As part of this, the Board will consider gender diversity, and when considering appropriate successors will ensure the Group’s values, behaviours and culture are implemented.