Compliance statement

The governance principles which apply to all companies with a premium listing on the London Stock Exchange are found in the UK Corporate Governance Code (the “Governance Code”). This statement provides a review of how the Company has applied the Governance Code’s principles and how we comply with its provisions. It sets out our approach to governance and supplements the information given in our 2021 Annual Report, approved by the Board on 2 March 2022.

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 Adèle Anderson, Martin Angle, Tony Bourne, Dame Janet Husband, Jenny Kay, Simon Rowlands and Professor Cliff Shearman 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 Martin Angle 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 Non-Executive Chairman or Chief Executive Officer has failed to resolve or for which such contact is inappropriate.

The Company does not currently comply with Provision 38 of the Governance Code as the pension contribution rates for Executive Directors are not aligned with those available to the workforce. However, the Remuneration Committee agreed in 2020 that for new Executive Directors, the nature and value of any retirement benefits provided will be set by reference to the rate received by the majority of the workforce. The retirement benefits for incumbent Executive Directors are currently 18% of base salary, consistent with the policy on appointment. Benefits for incumbent Executive Directors will be reduced to be consistent with the policy for new appointments with effect from 1 January 2023.