The Directors recognise the value and the importance of high standards of corporate governance and intend, given the Company’s size and the constitution of the Board, to comply with the recommendations of the Corporate Governance Code, published by the Quoted Companies Alliance in April 2018 (“QCA Code”).
The Board comprises six Directors (one Executive Chairman, two other Executive Directors, and three Non-Executive Directors) reflecting a blend of different experience and backgrounds.
The Board meets at least five times a year to review, formulate and approve the Group’s strategy, budgets and corporate actions and oversee the Company’s progress towards its goals. It has an established Audit Committee and a Remuneration Committee with formally delegated duties and responsibilities and with written terms of reference. From time to time, separate committees may be set up by the Board to consider specific issues when the need arises. The Company does not have a Nominations Committee, as the Board does not consider it appropriate to establish one at this stage of the Company’s development. The Board will take decisions regarding the appointment of new directors as a whole and this will follow a thorough assessment of a potential candidate’s skill and suitability for the role.
Board and committee independence
The Board consists of the Executive Chairman, two other Executive Directors, and three Non-Executive Directors. The Company regards three of the Non-Executive Directors as “independent Non-Executive Director”. The Board has determined that Edward Gibson, Professor Luke O’Neill and Professor Brendan Buckley are independent in character and judgement and that there are no relationships or circumstances which could materially affect or interfere with the exercise of their independent judgement. Edward Gibson acts as Senior Independent Director. The Board believes this combination of Executive and Non-Executive Directors allows it to exercise objectivity in decision making and proper control of the Group’s business and that this composition is appropriate in view of the size and requirements of the Group’s business. However, the Board will continue to monitor the composition and balance of the Board.
Share dealing code
The Company has adopted a share dealing code regulating trading and confidentiality of inside information for the Directors and other persons discharging managerial responsibilities (and their persons closely associated) which contains provisions appropriate for a company whose shares are admitted to trading on AIM (particularly for the purpose of ensuring compliance with the provisions of Rule 21 of the AIM Rules and Market Abuse Regulation (“MAR”)). The Company will take all reasonable steps to ensure compliance by the Directors and any relevant employees with the terms of that share dealing code and the relevant provisions of MAR.
Compliance with the QCA Code
The following summary sets out how the Company applies the ten principles defined in the QCA Code.
Establish a strategy and business model which promote long-term value for Shareholders
Poolbeg is a biopharmaceutical company focussed on the development and commercialisation of innovative medicines targeting diseases with a high unmet medical need, with a growing emphasis on rare and orphan diseases. Its model focusses upon developing its exciting clinical assets and commercialising approved and marketed drugs to support the growth of the Company and the development of its robust pipeline of innovative products, thereby driving significant value creation.
Poolbeg’s clinical programmes target large addressable markets and Poolbeg uses a cost-effective development philosophy to generate high quality human data to support partnering and further development.
Seek to understand and meet Shareholder needs and expectations
The Company’s annual report and notice of AGM are sent to shareholders in accordance with their communication preference and are available to download from the Company’s website. Copies of these documents and the Interim Report and other investor presentations will also available on the Company’s website. The Company communicates regularly with shareholders through results announcements and significant events as they arise. The Annual General Meeting is normally attended by all Directors. Shareholders are invited to ask questions on matters including the Group’s operations and performance.
The Company lists contact details on its website and on all announcements released should shareholders wish to communicate with the Company.
Take into account wider stakeholder and social responsibilities and their implications for long-term success
The Directors’ vision for the business is to become a leading biopharmaceutical company focussed on the development and commercialisation of innovative medicines targeting diseases with a high unmet medical need. The business seeks to grow both through acquisition and organically. Delivery of the Group’s business model is underpinned by its core values of:
- Integrity and being consistently open, honest, ethical and genuine.
- Passion and leadership with a commitment to engage and inspire others.
- Courage to be entrepreneurial enough to reach beyond boundaries.
- Acceptance and delegation of responsibility.
The Company values the feedback it receives from its stakeholders and it takes every opportunity to ensure that where possible the wishes of stakeholders are considered. The executive team is a small and dedicated team who work hard to ensure that values of the Company are an integral part of the business. The Board works closely with the executive team with clear and open communication both within and outside of the Board room. All staff are trained to comply with best contemporary practises and the Company has an open-door policy from the executive team down, where employees’ opinions and suggestions are valued and listened to.
Embed effective risk management, considering both opportunities and threats, throughout the organization
The principal risks and uncertainties facing the Group are described below and are set out in the Company’s annual report. The Board adopts practices designed to identify significant areas of business risk and to effectively manage those risks in accordance with the Company’s risk profile. The Board is responsible for ensuring that risks, and also opportunities, are identified on a timely basis and that the Company’s objectives and activities are aligned with the risks and opportunities identified by the Board.
Poolbeg is subject to a range of risk factors relating to the business and its operations in the biotechnology/pharmaceutical industry. Poolbeg’s success is rooted in its ability to develop and partner our clinical assets and in the future commercialise approved and marketed drugs.
To effectively manage the principal operational risks affecting the Group, the Board of Directors meet regularly to review Poolbeg’s operational progress against its strategy and key objectives. In addition, the senior management team meets weekly to review the operational progress of all key projects, and to identify and discuss all key issues and risks.
The Board and senior management team have significant broad-ranging industry experience, work together as a team and regularly share information on current activities. Where necessary, the Board draws on the expertise of appropriate external consultants to assist in dealing with or mitigating risk.
The Company’s main areas of risk include:
- Organisational Risk – associated with change of key management;
- Competition Risk – Poolbeg faces competition from other companies;
- Development Risk – results from clinical studies are unknown and positive early stage results are not predictive of the results of later stage clinical studies;
- Regulatory Risk – approval processes with regulatory agencies may be lengthy, time-consuming and the outcome is unpredictable;
- Intellectual Property Risk – Patent protection is important for Poolbeg’s competitive position in its planned product lines;
- Funding and Partnering Risk – Developing pharmaceutical products requires significant funding to bring the product to the point of monetisation;
- M&A Risk – There can be no assurance that the Group will be able to conclude successfully any of the opportunities identified;
- Macro-economic and Geopolitical Risk – changes in economic conditions and the political situation in countries in which the Company operates.
Additionally, it is the responsibility of the Board to assess the adequacy of the Company’s internal control systems and that its financial affairs comply with applicable laws and regulations and professional practices. Regular consideration is given to all these matters by the Board.
The Company has in place an internal control framework to assist the Board in identifying, assessing, monitoring and managing risk.
The framework can be described under the following headings:
- Continuous Disclosure/Financial Reporting;
- Operations Review;
- Investment Appraisal.
The Company’s internal control system is monitored by the Board and assessed regularly to ensure the effectiveness and relevance to the Company’s current and future operations. Procedures have been put into place to ensure the Chief Executive Officer and the Chief Financial Officer state in writing to the Board that the integrity of the financial statements is founded on a sound system of risk management and internal compliance and control, and that the Company’s risk management and internal compliance and control system is operating efficiently and effectively.
The Directors believe that the Company is not currently of a size to justify the formation of a separate risk management committee. The full Board has the responsibility for the risk management of the Company however the Board will assess the need to form a committee on a regular basis.
Maintain the Board as a well-functioning, balanced team led by the Chairman
The Board consists of the Executive Chairman, the Chief Executive Officer, the Chief Financial Officer and three Non-Executive Directors whose biographies are available on the Company’s website. The Board members have a broad range of experience and calibre to bring independent judgement on issues of strategy and performance which helps the Board to carry out its supervisory and stewardship functions effectively and to discharge its responsibilities to shareholders for the proper management of the Group. The Board will monitor the composition and balance of the Board.
The independent Non-Executive Directors are as follows:
- Edward Gibson, Senior Independent Non-Executive Director, appointed to the Board in July 2021
- Professor Luke O’Neill, independent Non-Executive Director, appointed to the Board in July 2021
- Professor Brendan Buckley, independent Non-Executive Director, appointed to the Board in May 2023
The Board meets formally at least five times a year with ad hoc Board meetings as the business demands. There is a strong flow of communication between the Directors and senior management.
All Directors have access to the advice of the Company’s lawyers and also access to independent advice, at the Company’s expense, as needed. All necessary information is supplied to the Directors on a timely basis to enable them to discharge their duties effectively.
Ensure that between them the Directors have the necessary up to date experience, skills and capabilities
The Board comprises the Executive Chairman, the Chief Executive Officer, the Chief Financial Officer and three Non-Executive Director. The Directors believe that the Board has significant industry, financial, public markets and governance experience, possessing the necessary mix of experience, skills, personal qualities and capabilities to deliver the strategy of the Company for the benefit of shareholders over the medium to long-term.
The Board engages external advisers including lawyers, accountants, nominated adviser and brokers in accordance with normal legal and financial processes associated with being a company admitted to trading on AIM.
The Board is kept abreast of developments of governance and AIM regulations by its nominated adviser and the Company’s lawyers provide updates on relevant legal and governance issues with the Company’s nominated adviser providing the Board with AIM Rules and refresher training as and when required. The Company Secretary and Solicitor also helps to keep the Board up to date on areas of new governance and liaises with the nominated adviser on areas of AIM requirements.
The Company Secretary and Solicitors have frequent communication with the Executive Directors and are available to other members of the Board if required.
The Directors have access to the Company’s nominated adviser, Company Secretary, Company Solicitors, lawyers and auditors as and when required and are able to obtain advice from other external bodies when necessary.
The Company is mindful of the issue of gender balance although Board appointments are made with the primary aim of ensuring that the candidate offers the required skills, knowledge and experience.
Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement
The Directors consider seriously the effectiveness of the Board, committees and individual performance.
There will be regular assessment of the individual contributions of each of the members of the team to ensure that their contribution is relevant and effective, that they are committed and, where relevant, that they have maintained their independence.
The Board sets clear performance objectives in advance of each financial period and agrees key performance indicators against which progress can be clearly measured and corrective action taken as appropriate. As the Company grows, it will keep under review the need for more formal Board evaluation processes.
Promote a corporate culture that is based on ethical values and behaviours.
The Directors are committed to ethical values and behaviours across the Board and the Company as a whole. The Directors are mindful of the industries that the business operates in and takes all issues of ethical behaviours seriously. These behaviours are instilled throughout the organisation. The importance of delivering success in a safe environment is not undermined. Issues of bribery and corruption are taken seriously, The Company has a zero-tolerance approach to bribery and corruption and have an anti-bribery and corruption policy in place to protect the Company, its employees and those third parties to which the business engages with. The policy is provided to staff upon joining the business to ensure that all employees within the business are aware of the importance of preventing bribery and corruption.
Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board
The Board retains ultimate accountability for good governance and is responsible for monitoring the activities of the executive team. The Board consists of:
Cathal Friel, Executive Chairman has the responsibility for ensuring that the Board discharges its responsibilities and is also responsible for facilitating full and constructive contributions from each member of the Board in determining the Group’s strategy and overall commercial objectives. Mr Friel is also responsible for business execution within the framework and structures defined by the Board. He engages with Shareholders and other stakeholder groups to ensure a strong relationship between them and the Company.
Jeremy Skillington, Chief Executive Officer is responsible for shaping and executing the scientific strategy and direction of the Company. He engages with Shareholders and other stakeholder groups to ensure a strong relationship between them and the Company.
Ian O’Connell, Chief Financial Officer is responsible for shaping and executing the financial strategy and operational direction of the Company, as well as the overall financial reporting and financial compliance requirements of Poolbeg.
Edward Gibson, Senior Independent Non-Executive Director chairs the Audit Committee and is a member of the Remuneration Committee.
Professor Brendan Buckley, an independent Non-Executive Director chairs the Remuneration Committee and is a member of the Audit Committee.
Professor Luke O’Neill, an independent Non-Executive Director.
Audit Committee
The Audit Committee comprises Edward Gibson as chair with Professor Brendan Buckley as the other member of the Audit Committee and meets at least twice a year. Edward Gibson, the Audit Committee chair is considered to be independent and to have recent relevant financial and commercial experience including acting as country manager for large pharmaceutical companies. The principal duties of the Audit Committee are to review the half-yearly and annual financial statements before their submission to the Board and to consider any matters raised by the auditors. The Audit Committee also reviews the independence and objectivity of the auditors. The terms of reference of the Audit Committee reflect current best practice, including authority to:
- recommend the appointment, re-appointment and removal of the external auditors; and
- ensure the objectivity and independence of the auditors including occasions when non-audit services are provided.
The Audit Committee may seek information from any employee of the Group and obtain external professional advice at the expense of the Company if considered necessary. Due to the relatively low number of personnel employed within the Group, the nature of the business and the current control and review systems in place, the Board has decided not to establish a separate internal audit department.
Remuneration Committee
The Company has established a formal and transparent procedure for developing policy on executive remuneration and for fixing the remuneration packages of individual Directors. No Director is involved in deciding their own remuneration.
The Remuneration Committee comprises Professor Brendan Buckley as chair with Edward Gibson as the other member of the Remuneration Committee. Brendan Buckley has substantial experience as a member of Remuneration Committees of AIM quoted companies. The Remuneration Committee considers the employment and performance of individual Executive Directors and determines their terms of service and remuneration. It also has authority to grant options as part of overall remuneration packages.
Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders
The Board attaches great importance to communication with both institutional and private shareholders and engages in regular shareholder communication via Company RNS announcements, the Company website www.poolbegpharma.com, investor presentations, and shareholder meetings as appropriate.
The Board views the Company’s annual report and accounts as well as its half year report as key communication channels through which progress in meeting the Group’s objectives and updating its strategic targets can be given to Shareholders. The Board uses the AGM as a primary mechanism to engage with Shareholders and both to give information and receive feedback about the Company and its progress.
The Poolbeg management team undertake meetings with key Shareholders and analysts following publication of full and half year results in order to answer questions and ensure that the key messages are properly understood and effectively communicated onward.
This page was last reviewed on 8 May 2024.
