The Board is collectively responsible for the long-term success of the Company and for delivering value to shareholders. The Board provides strategic leadership and effective oversight of the Group’s operations, either directly or through the work of its principal Committees. It has ultimate responsibility for the oversight and monitoring of the Group’s governance, principal risks and control framework. Further information regarding the Group’s internal financial control and risk management systems can be found on page 67 of the 2019 Annual Report.
Roles and responsibilities of the Board
The Board has a schedule of matters that are reserved to it for approval. The key areas reserved to the Board include:
- the Group’s strategic aims and objectives, including material litigation strategy, and review of performance against those aims and objectives;
- the Group’s annual budget and corporate plans; ‹ the Group’s annual, half-yearly and quarterly financial reports;
- the Annual Report and Accounts and the reports included therein;
- dividend policy;
- all Board appointments or removals, remuneration arrangements and termination payments;
- membership and chairship of the Board and its Committees;
- succession planning for the Board and senior management;
- major capital projects, acquisitions or divestments;
- any increase in, or significant variation in, the terms of the borrowing facilities of the Group;
- capital expenditure projects outside the scope of the approved annual budgets and plans;
- treasury and risk management policies;
- routinely reviewing the Group’s confidential reporting hotline facility (Ethicsline) and ensuring that arrangements are in place for investigations and follow up action;
- establishing an effective method for gathering the views of the Group’s workforce and keeping this mechanism under review; and
- considering the interests of the Group’s shareholders and other key stakeholders in its discussions and decision-making.
The Board has delegated responsibility for the day-to-day management of the business to the Chief Executive Officer.
Details of the Board’s composition and the biographical details of each of the Directors are set out here. The Directors have a valuable combination of skills and business, scientific, pharmaceutical and disease experience which continue to be relevant to the Group.
Chair, Chief Executive Officer and Senior Independent Director
Howard Pien is currently on leave of absence. Daniel Tassé acts as Interim Chair in Mr Pien’s absence.
There is a clear division of responsibilities between the leadership of the Board and executive leadership of the business. The roles of the Chair, Chief Executive Officer, and Senior Independent Director are clearly separated and set out in writing.
The Chair, Howard Pien, leads the Board and is responsible for ensuring its overall effectiveness. The Chair was considered independent on appointment, continues to demonstrate objective judgment and promotes a culture of openness and constructive debate. He works with the Chief Executive Officer and the Company Secretary to ensure that all Directors receive, timely and clear information. Throughout the year, the Chair worked closely with the Senior Independent Director and the Non-Executive Directors. A part of each Board meeting is reserved for a meeting of the Chair and the Non-Executive Directors, without executive management present.
The Chief Executive Officer, Mark Crossley, is responsible for the day-to-day leadership of the business. He is supported in this role by the Executive Committee. The Chair and the Chief Executive Officer work closely together to set the Board’s agenda.
The Senior Independent Director, Daniel Tassé, acts as a sounding board for the Chair and can act as an intermediary for the other Directors and shareholders when required. He also leads the other Non-Executive Directors in the annual performance evaluation of the Chair. He provides an alternative point of contact for shareholders on matters where the usual channels of communication are deemed inappropriate.
The Non-Executive Directors bring an external perspective to Board discussion. The Company has benefited from the broad range of skills and experience which the Non-Executive Directors provide from different businesses and fields, including the financial, academic, scientific and pharmaceutical sectors. They offer specialist advice, constructive challenge and strategic guidance to the Executive Directors as well as holding them to account. Throughout the year they have helped to shape the Group’s strategy, scrutinized the performance of management, agreed goals and objectives, and monitored the Group’s risk profile and reporting of performance.
The Board has established four principal Committees to support it in fulfilling its oversight responsibilities; these are the Audit, Nomination & Governance, Remuneration and Science & Policy Committees. Each of these Committees has certain delegated responsibilities which are set out in their Terms of Reference. More information about the role, composition and work of the principal committees can be found here.
The Chair of each principal Committee reports on the activities of the committee at the following Board meeting. Copies of all papers and the minutes of meetings of the principal Committees are available to all Directors.
In addition to the principal committees, the Group has three executive committees: The Executive Committee, the Disclosure Committee and the Compliance Committee. More detail about these committees can be found here.