As envisaged by the Governance Code, the Board has established an Audit and Risk Committee, a Nomination Committee and a Remuneration Committee, and has also established a separate Clinical Governance and Safety Committee, each with formal terms of reference. If the need should arise, the Board may set up additional committees as appropriate.
The Governance Code recommends that at least half the board of directors of a UK-listed company, excluding the chairman, should comprise non-executive directors determined by that board to be independent in character and judgement and free from relationships or circumstances which may affect, or could appear to affect, the director’s judgement. The Board considers that the Company complies with the requirements of the Governance Code in this respect with John Gildersleeve, Tony Bourne, Dame Janet Husband and Adèle Anderson determined to be independent.
The Governance Code requires that the Board should appoint one of the independent Non-Executive Directors as the Senior Independent Director and John Gildersleeve has been appointed to fulfil this role. The Senior Independent Director will be available to shareholders if they have concerns that contact through the normal channels of the Executive Chairman or Chief Financial Officer has failed to resolve or for which such contact is inappropriate.
The Governance Code also recommends that a company's chairman should meet the independence criteria set out in the Governance Code on appointment. Garry Watts was not independent on appointment, having previously served as Executive Chairman of the Spire Group prior to listing.