Corporate Governance

The Issuer complies with the UK Corporate Governance Code. InnovaDerma ANZ complies with all aspect of the corporate governance regime that applies to it in Australia, and the other subsidiaries comply with their respective local corporate governance regimes.

The Directors are reviewed at each annual general meaning and put up for reappointment by the Issuer’s Shareholders, in accordance with the Company’s articles of association.

The Audit Committee will assist the Board in discharging its responsibilities with regard to financial reporting, external and internal audits and controls, including reviewing the Issuer’s annual financial statements, reviewing and monitoring the extent of the non-audit work, internal controls and risk management systems. The ultimate responsibility for reviewing and approving the annual report and accounts and the half-yearly reports will remain with the Board.

Audit, Remuneration and Nomination Committee

As envisaged by the UK Corporate Governance Code, the Board has established Audit, Remuneration and Nomination Committee.

Audit Committee

The Audit Committee has responsibility for, among other things, the monitoring of the financial integrity of the financial statements of the Group and the involvement of the Group’s auditors in that process. It focuses in particular on compliance with accounting policies and ensuring that an effective system of internal financial controls is maintained.

The ultimate responsibility for reviewing and approving the annual report and accounts and the half-yearly reports remains with the Board. The Audit Committee will normally meet at least twice a year at the appropriate times in the reporting and audit cycle.

The terms of reference of the Audit Committee cover such issues as membership and the frequency of meetings, together with requirements for quorum and notice procedure and the right to attend meetings. The responsibilities of the Audit Committee covered in the terms of reference are: external audit, internal audit, financial reporting and internal controls and risk management. The terms of reference also set out the authority of the committee to carry out its responsibilities.

The Audit Committee’s terms of reference require that it comprise two or more independent Non-Executive Directors, and at least one person who is to have significant, recent and relevant financial experience.

The Audit Committee currently comprises Rodney Turner, Ross Andrews and Joe Bayer. The committee is chaired by Rodney Turner.

Remuneration Committee

The Remuneration Committee has responsibility for the determination of the terms and conditions of employment, remuneration and benefits of each of the Chairman, Executive Directors, members of the executive and the company secretary, including pension rights and any compensation payments, and recommending and monitoring the level and structure of remuneration for senior management and the implementation of share option or other performance-related schemes. The Remuneration Committee will meet at least once a year.

The terms of reference of the Remuneration Committee cover such issues as membership and frequency of meetings, together with the requirements for quorum and notice procedure and the right to attend meetings. The responsibilities of the Remuneration Committee covered in its terms of reference are: determining and monitoring policy on and setting levels of remuneration, early termination, performance-related pay and pension arrangements; authorising claims for expenses from the Directors; reporting and disclosure of remuneration policy; share schemes (including the annual level of awards); obtaining information on remuneration in other companies; and selecting, appointing and terminating remuneration consultants. The terms of reference also set out the reporting responsibilities and the authority of the committee to carry out its responsibilities.

The Remuneration Committee’s terms of reference require that it comprise two or more independent Non-Executive Directors. The Remuneration Committee comprises Rodney Turner, Ross Andrews and Joe Bayer. The committee is chaired by Ross Andrews.

Nomination Committee

The Nomination Committee is responsible for considering and making recommendations to the Board in respect of appointments to the Board, the Board committees and the chairmanship of the Board committees. It is also responsible for keeping the structure, size and composition of the Board under regular review, and for making recommendations to the Board with regard to any changes necessary.

The Nomination Committee’s terms of reference deal with such issues as membership and frequency of meetings, together with the requirements for quorum and notice procedure and the right to attend meetings. The responsibilities of the Nomination Committee covered in its terms of reference include: review of the Board composition; appointing new Directors; reappointment and re-election of existing Directors; succession planning, taking into account the skills and expertise that will be needed on the Board in the future; reviewing time required from Non-Executive Directors; determining membership of other Board committees; and ensuring external facilitation of the evaluation of the Board. The Nomination Committee will meet at least once a year.

The Nomination Committee’s terms of reference require that it comprise two or more independent Non-Executive Directors.

The Nomination Committee comprises Rodney Turner, Ross Andrews and Joe Bayer. The committee is chaired by Ross Andrews.

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