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 (“QCA Code”).
The Board comprises seven Directors (two Executive Directors, one Chairman and four of whom are 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 Company’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.
Board and committee independence
The Board consists of the Chairman, two Executive Directors, and four Non-Executive Directors. The Company regards four of the Non-Executive Directors as “independent Non-Executive Director”. The Board has determined that Patrick Ashe, Edward Gibson and 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. 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 Company has published on its website details of how it complies with the QCA Code and where it departs from the QCA Code and explanations of the reasons for doing so. The Company will review this information annually in accordance with the requirements of Rule 26 of the AIM.
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
The Company is a clinical stage infectious disease focused biopharmaceutical company, with a capital-light clinical model which the Directors believe will enable it to develop multiple products faster and more cost-effectively than the traditional biotech model. The Company has aspirations to become a ‘one-stop-shop’ for pharma and biotech seeking mid-stage products to licence or acquire. Poolbeg Pharma is targeting the growing infectious disease market. In the wake of the COVID-19 pandemic, infectious disease has become one of the fastest growing and most exciting markets with an expected market value of $250 billion by 2025.
Seek to understand and meet Shareholder needs and expectations
The Company’s annual report and notice of AGM will be sent to all shareholders and will be 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 infectious disease company by developing and commercialising products and becoming a ‘one stop shop’ for Big Pharma seeking mid-stage products to licence or acquire. 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 Admission Document and will be restated 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.
The risks involved and the specific uncertainties for the Company continue to be regularly monitored and the full Board of the Company formally reviews such risks at regular Board meetings. All proposals reviewed by the Board include a consideration of the issues and risks of the proposal.
The potential exposures associated with running the Company are managed by the Chief Executive Officer and senior management team who 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:
- Market risk – changes in economic conditions, prices and investor sentiment;
- Political risk – changes in the political situation and regulatory environment in countries in which the Company operates;
- Operational risk – associated with continuous disclosure obligations, internal processes and systems; and
- Development risk – the Company faces significant competition from other companies and results from clinical studies are unknown and positive early stage results are not predictive of the results of later stage clinical studies.
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 Chairman, the Chief Executive Officer, the Chief Financial Officer and three Non-Executive Directors whose biographies are 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 Company does not and will 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 independent Non-Executive Directors are as follows:
- Patrick Ashe, independent Non-Executive Director, appointed to the Board in July 2021
- Edward Gibson, 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 Executive Directors are expected to devote substantially the whole of their time to their duties with the Company.
The Board meets formally 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 Chairman, the Chief Executive Officer, the Chief Financial Officer and four 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 engaged 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 also helps 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 has frequent communication with the Chief Executive Officer and is available to other members of the Board if required.
The Directors have access to the Company’s nominated adviser, Company Secretary, 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.
The Company intends to review the Board performance evaluation process and the Board’s approach to succession planning and will publish the results of such review including the criteria against which Board, committee and individual effectiveness is considered on the Company’s website.
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 and training is provided to ensure that all employees within the business are aware of the importance of preventing bribery and corruption. Each employee is required to sign an agreement to confirm that they will comply with the policies and all staff are provided with annual refresher courses.
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, the 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.
Dr Jeremy Skillington, the Chief Executive Officer is responsible for shaping and executing the scientific strategy and direction of the Company. Ian O’Connell, the 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 compliance requirements of Poolbeg Pharma.
Patrick Ashe, an independent Non-Executive Director chairs the Audit Committee and is a member of the Remuneration Committee.
Edward Gibson, an independent Non-Executive Director chairs the Remuneration Committee and is a member of the Audit Committee.
Professor Brendan Buckley, an independent Non-Executive Director is a member of the Remuneration Committee.
Audit Committee
The Audit Committee comprises Patrick Ashe as chairman with Cathal Friel and Edward Gibson as the other members of the Audit Committee and meets at least twice a year. 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 Edward Gibson as chairman with Patrick Ashe and Brendan Buckley as the other members of the Remuneration Committee. 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 under the Company Executive Share Option Scheme. The Committee intends to meet at least twice a year.
Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders
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. In addition, 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 Chairman, the Chief Executive Officer and the Chief Financial Officer 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 24 May 2023.
