Corporate governance

Introduction

The new Quoted Companies Alliance Corporate Governance Code (QCA Code) makes clear it is the prime responsibility of the Chairman to ensure the Company applies the QCA Code to best advantage of all stakeholders.

Sareum Holdings plc is an established operation with a clear business model and growth strategy. Our objective is to deliver targeted small molecule therapeutics to treat cancer and autoimmune disease. We seek to build value through licensing its candidates to international pharmaceutical and biotechnology companies at the preclinical or early clinical trials stage. Applying the appropriate corporate governance practices can only help achieve our goals.

A requirement of the Code is to highlight any areas where we are not in compliance and to provide our reasons why not.

The first area of non-compliance is that Dr Stephen Parker, non-executive Chairman, is a beneficiary under the Company’s share option scheme.

Participation by non-executive directors in share based incentive arrangements, while against the provisions of the Code, is common for companies with shares quoted on AIM.  Stephen provides the Company with a wealth of industry and corporate finance experience. His participation in the share option scheme provides him with upside at no cash cost to the Company as the value of the Company increases. 

The arrangement suits the Company and Stephen and we do not currently intend to amend this arrangement.

The second area of non-compliance is that Board committees currently include, in one case, an executive director and, in another, comprise a sole non-executive director.

Dr Stephen Parker, Non-executive Chairman, is the Remuneration Committee, with Stephen having no say on his own arrangements.  Where contentious issues arise, the Chairman involves both the Company’s NOMAD and broker in order to ensure both compliance and a market-responsive outcome.

Dr Tim Mitchell, CEO, is a member of the Audit & Risk Committee.  Sareum Holdings plc is a small company with only one non-executive director (the Chairman) and two executive directors (the CEO and CSO). To form workable committees of three or more there has to be some deviation from the Code, unless we are to incur the cost of extra non-executive directors purely to achieve compliance.  The Company is, however, actively seeking to increase its Board size, seeking, in particular, to gain a Chairman of the Audit & Risk Committee.

We trust that the result of our efforts to date provide stakeholders with access to the information they need and the confidence that the Board hold corporate governance compliance in the highest regard.

Dr Stephen Parker
Non-executive Chairman

Principle 1 – Establish a strategy and business model which promote long-term value for shareholders.

Our goals:

As a public company we are focused on delivering value for our shareholders as well new medicines to treat patients with un-met medical needs.

Our goals are to build value by progressing our research programmes through early clinical development and generate revenues by licensing them to pharmaceutical company partners.

Vision:

The Company’s vision, is over the longer term, to create build a rich pipeline of clinical-stage medicines with license deals that produce self-sustaining revenues.  Such medicines could have been discovered in-house or be in-licensed.

Purpose:

The Company exists to discover and develop innovative drug candidates as new therapies for cancers and autoimmune diseases. Our drug development programmes aim to improve outcomes for patients with serious medical conditions and where current therapies are inadequate.

Strategy:

Our strategy is to develop programmes to the early clinical stages to take advantage of the higher asset values associated with licensing programmes at these stages, but without us incurring the cost and risk of conducting late-stage clinical trials.

Approach

Benefit

Pursue multiple programmes

  • Increase potential success rate
  • Mitigate development risk

Seek collaboration partners

  • Spread financial cost and risk
  • Introduce specialist research expertise

Develop programmes to
early clinical development

  • Minimise ongoing development risk
  • Move up value chain
  • Potential for higher deal values

 

By achieving the above, we fully expect to increase shareholder value.

 

Key challenges and how they will be addressed:

Risk

Description

Mitigation

Financial

The principal financial risks are the ability to raise sufficient funds to support the Company through to profitability and failure to secure licensing agreements.

The Company’s low cost base ensures that funds are used in the most efficient way. Sareum has historically raised the majority of its funds from investors via licensed brokers and this continues to be an option. The Chk1 licence deal demonstrates the ability for licence deals to be achieved.

 

Research and development

 

There are a number of risks in developing drug candidates due to a long and complex development process. Any programme must undergo extensive research to get to the clinical stage. This process takes several years and is very costly. R&D programmes can fail at any point.

We undertake extensive early research and create a dossier of information that enables us and our advisers to evaluate the potential of a candidate before we seek to progress to preclinical or clinical phases.

We also seek collaboration partners whose own due diligence reaffirms our assessment of a candidate’s potential.

 

Intellectual property

Our ability to stop others exploiting our intellectual property, without first obtaining a licence, is critical to our long term success. Therefore, we file patent applications in the patent offices of the major commercial territories. To obtain patent protection, our inventions must be considered novel, inventive and useful. However, some, or all, of the patent offices may reject or seek to modify our patent applications.

Intellectual property protection is fundamental to our strategy of developing novel drug candidates and underpins our R&D programmes and we invest appropriately in this area. We are exploiting our SKIL platform, which already has a strong patent position through a number of granted and pending applications. IP considerations form a crucial part of due diligence when we are assessing in-licensing opportunities.

 

Collaboration

Working with third parties carries a risk of loss of control on progress and can lead to research delays. This can increase Sareum’s own financial commitment as a result of continued spend on fixed costs during a delay and potential additional financial contributions required in order to progress a programme.

 

We work closely with our partners to anticipate and plan around any likely delays. Collaboration contracts clearly outline responsibilities and key milestones as well as cost, licensing and revenue sharing.

 

Competition

There always remains the possibility that a similar drug is being developed by a competitor that demonstrates greater efficacy or a better safety profile. Alternatively, a similar drug in development may conclude a licensing deal or reach a later stage of development before we are able to, thus reducing the likelihood of Sareum securing a licensing agreement.

 

The management and advisory boards gather as much information as possible on competitive products and programmes. Progress and key milestones are monitored to understand how these may affect our own programmes. Sareum also pursues more than one development programme in order to mitigate the overall risk to the Company.

 

 

Principle 2 – Seek to understand and meet shareholder needs and expectations.

Sareum is committed to open communication with all its shareholders.

Copies of the Annual Report and Accounts are issued to all shareholders who have requested them and copies are available on Sareum’s website (www.Sareum.com). Our interim results are also made available on the Company’s website. We makes full use of our website to provide information to shareholders and other interested parties.

Shareholders are given the opportunity to raise questions at the Annual General Meeting and the directors are available after the meeting for further discussion with shareholders. In compliance with best practice, the numbers of proxy votes (for, against and vote withheld) lodged on each resolution will be declared at all future general meetings and subsequently announced.

The CEO is primarily responsible for updating the market with developments. Meetings via the Company’s broker are offered to investment institutions and private client brokers to discuss progress and financial performance immediately after the full year and interim results announcements. All the directors are available for these meeting if requested. Feedback from these meetings is requested by the broker and provided to the Board to ensure the directors have a balanced understanding of the issues and concerns of current and potential future shareholders. This feedback is discussed at subsequent Board meetings and actions are taken as appropriate. Trading updates and press releases are issued as appropriate. Sareum also uses its Twitter account, @sareumplc, to share non-price sensitive information related to its research and other activities to interested parties. 

Principle 3 – Take into account wider stakeholder and social responsibilities and their implications for long-term success. 

The Company regards its shareholders, employees, collaborators, potential license partner, suppliers and advisors as its key stakeholders.

Management prioritises its relationships with collaborators and suppliers and effort is directed to ensuring they are managed appropriately. Regular reviews are undertaken to ensure any issues are addressed promptly.

The executive directors are in regular dialogue with collaborators and potential license partners regarding the data requirements for a drug license package. Feedback from these discussions is fed into future development plans as part of an ongoing process.

The Company’s internal stakeholders are its employees. The Group is committed to employment policies which follow best practice, based on equal opportunities for all employees, irrespective of sex, gender reassignment, race, disability, sexual orientation, pregnancy and/or maternity, marital or civil partner status, religion or belief or age.

Principle 4 – Embed effective risk management, considering both opportunities and threats, throughout the organisation. 

The Board has established a risk register relating to the Company’s business. At least twice a year, it meets to consider the appropriateness of the risks identified and the mitigating action taken by management on a risk by risk basis focusing on those deemed most critical.

For further details of the Company’s approach to risk and its management, please refer to the Principal Risks section of the Strategic Report and to the Report of the Independent Auditor in the Governance section of Annual Report and Accounts as well as those detailed in Principle 1 of this corporate governance statement.

Principle 5 – Maintain the Board as a well-functioning, balanced team led by the chair. 

The Board, chaired by Dr Stephen Parker, comprises two executive and one non-executive director and is supported by the Company Secretary.  It oversees and implements the Company’s corporate governance programme. As Chairman, Stephen is responsible for the Company’s approach to corporate governance and the application of the principles of the QCA Code. Dr Stephen Parker is currently the Company’s sole independent director. Further details pertaining to the Board and the roles carried out by each member are set out in the Governance section of the Annual Report and Accounts.

Each Board member commits sufficient time to fulfil their duties and obligations to the Board and the Company. They attend monthly Board meetings and join ad hoc Board calls and offer availability for consultation when needed.

Detailed Board packs include information on business, technical and financial performance and are circulated ahead of Board meetings. Key issues are highlighted and explained, providing Board members with sufficient information to enable a relevant discussion in the Board meeting.

The Board is supported by its Audit Committee and its Remuneration Committee. The number of Board and Committee meetings held throughout the course of the financial year and further details of these committees are set out in the Governance section of the Annual Report and Accounts.

The attendance record of Board members at Board meetings during the last year is as follows:

Dr Stephen Parker                              11/11
Dr Tim Mitchell                                    11/11
Dr John Reader                                   11/11

Principle 6 – Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities. 

The Governance report included in the Annual Report and Accounts identifies each member of the Board and describes the relevant experience, skills and qualities they bring. The Chairman believes that, as a whole, the Board has a suitable mix of skills and competencies covering all essential disciplines bringing a balanced perspective that is beneficial both strategically and operationally and will enable the Company to deliver its strategy.  The Company is, however, looking to build on those skills through selective appointments.

The Board consists of two executive directors and one non-executive director, ranging in age from 51 to 60 years old. The biographies of the directors can be obtained from the Company’s website at http://www.sareum.com/about-us/management/.

The nature of the Company’s business requires the directors to keep their skillset up to date. The directors attend training courses and conferences as appropriate in order to do this.

In addition to the support provided by the Company’s retained professional advisers (Nomad, broker, investor relations, lawyers, auditor), external consultants have been engaged to advise on a number of matters including research and development strategy and intellectual property management.

Principle 7 – Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement.

Board performance effectiveness process

The assessment of the Board’s performance has to date been largely focused on the achievement of the Company’s strategic and financial objectives. Disclosure in the Annual Report and Accounts 2017 does not fully comply with new standards of the 2018 QCA Code and will be addressed in the Annual Report and Accounts for 2018.

Each executive Board member is subject to an annual review by the Remuneration Committee based on the performance of the Group as a whole and their personal contribution. The outcome of these reviews feeds directly into the award of salary increases, bonuses and share options. It is proposed that the Company also adopts annual evaluation for non-executive director performance, although there is no current intention that such non-executive directors receive regular bonus payments. The performance of the Board as a whole may be judged in part by the attainment of financial measures including profit/loss for the year, research and development expenditure and cash at bank.

Succession planning and Board appointments

The Board meets as and when necessary to consider the appointment of new executive and non-executive directors and the Board takes responsibility for succession planning. Board members all have appropriate notice periods so that if a Board member indicates his/her intention to step down, there is sufficient time to appoint a replacement, whether internal or external.

Each director is required to offer themselves for re-election at least once every three years as per the Company’s articles of association. The CEO and CSO are currently the longest serving Board members, having been appointed in 2004.

Board appointments are made after consultation with advisers including the Nomad who undertakes due diligence on all new potential Board candidates.

Principle 8 – Promote a corporate culture that is based on ethical values and behaviours 

Sareum is a small, motivated team of professional people, which operates to high standards. These standards include a commitment to best practise in meeting the Company’s social responsibilities.

The Company is committed to employment policies which follow best practice, based on equal opportunities for all employees, irrespective of sex, gender reassignment, race, disability, sexual orientation, pregnancy and/or maternity, marital or civil partner status, religion or belief or age.

In line with best practise, health and safety matters are discussed at each Board meeting. The Company’s environment and health and safety policies are referred to in the Corporate Governance Report of the Annual Report and Accounts and are as follows:

Environment

Sareum disposes of its waste products using reputable agents. The Company’s landlord provides these agents to enable it to recycle its waste as appropriate.

Health and safety

The Company is proactive in considering the safety of staff, visitors and the public. It has had no notifiable safety incidents during the year and no working days were lost due to accidents.

Principle 9 – Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board. 

The executive members of the board have overall responsibility for managing the day to day operations of the Company and the board as a whole is responsible for monitoring performance against the Company’s goals and objectives. The Chairman chairs the meeting and business & operational, technical and financial reports are provided by the CEO, CSO and Company Secretary respectively, discussed by the Board and actions, as appropriate, are minuted and taken. Decision concerning the day-to-day running of the Company are taken by the Executive team (and reported to the Board as appropriate), whilst decisions regarding strategic matters are taken at Board level.  The Corporate Governance Report in the Annual Report and Accounts sets outs individual Board members’ specific responsibilities.

The roles of the Audit and Risk Committee and the Remuneration and Nomination Committee are set out in the Corporate Governance section of the Company’s website at www.sareum.com/investors/corporate-governance/ as well as in the Corporate Governance Report in the Annual Report and Accounts. The appropriateness of the Company’s governance structures will be reviewed as the company evolves.

Principle 10 – Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders.

The Company maintains a regular dialogue with stakeholders including shareholders to enable interested parties to make informed decisions about the Company and its performance. The Board believes that transparency in its dealings offers a level of comfort to stakeholders and an understanding that their views will be listened to.

The Board already discloses the result of general meetings by way of announcement and discloses the proxy voting numbers to those attending the meetings. In future, in the event that a significant portion of voters have voted against a resolution, an explanation of what actions it intends to take to understand the reasons behind the vote will be included.

The roles and responsibilities of the committees supporting the Board, and the work undertaken by them, are set out in the Corporate Governance Report of the Annual Report and Accounts.

 

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