Corporate governance

The Company is committed to high standards of corporate governance. The Board is accountable to the Company′s shareholders for good corporate governance. The Company has complied substantially throughout the year with the code of best practice set out in the Combined Code 2008 (effective for periods commencing on or after 29 June 2008) appended to the Listing Rules of the Financial Services Authority. Details are provided below of how the Company applies the Code.

The board

The Board of Directors comprises two Executive Directors and two independent Non-Executive Directors.

The Board meets monthly and receives reports covering finance, business development, operations and technical matters together with any other material deemed necessary for the board to discharge its duties. It is the Board′s responsibility to review and approve the Company′s strategy, budgets, major items of expenditure and acquisitions.

Under the Articles of Association, all Directors must offer themselves for re-election at least once every three years. One third of Directors retire by rotation at every Annual General Meeting and are eligible for re-appointment.

Board committees

The Board has established an Audit Committee and a Remuneration Committee, both with delegated responsibilities. The terms of reference are as close to the model terms of the Institute of Chartered Secretaries and Administrators as is possible for a board with two independent non-executive directors. Each meeting was fully attended during the year.

Terms of reference

The Board has established the following committees:

Audit Committee

The Audit Committee comprises:

Nicholas Smith (Chair)
Paul Harper
Gavin Clark

The Committee's role is to provide formal and transparent arrangements for considering how to apply the financial reporting and internal control principles of the code, whilst maintaining the appropriate relationship with the independent auditors of Angel Biotechnology Holdings Plc. The Committee is scheduled to meet twice a year.

Remuneration Committee

The Remuneration Committee comprises:

Gavin Clark (Chair)
Dr Paul Harper
Nicholas Smith

The role of the Committee is to establish a formal and transparent policy on executive remuneration and to set remuneration packages for individual Directors.

Nominations Committee

The Company has no formal Nominations Committee; all relevant issues on nominations are addressed by the Board as a whole.

Shareholder relations

The Company meets with its institutional shareholders and analysts as appropriate and will use the AGM to encourage the communication with private shareholders. In addition the Company intends to use the annual report and accounts, interim statements and website to provide further information to shareholders.

Internal risks and management

The Board is responsible for the system of internal control and for reviewing its effectiveness. Such systems are designed to manage rather than eliminate risk and can provide only reasonable and not absolute assurance against material misstatement or loss. Each year, on behalf of the Board, the Audit Committee reviews the effectiveness of systems. This is achieved primarily by considering the risks potentially affecting the Company and from discussions with the external auditors.

The Company does not currently have an internal audit function due to the small size of the administration function, which amounts to three people, and the detailed level of Director review and authorisation of transactions.

A comprehensive budgeting process is completed once a year and reviewed and approved by the Board. The Company revisits this budget every six months. The results, as compared against budget are reported to the Board on a monthly basis and are discussed in detail.

The Company maintains appropriate insurance cover in respect of lives of the Executive Directors as well as against material loss or claims against the Company and reviews the adequacy of cover regularly.

Going concern

The Directors' assessment of the going concern position of the Company has been prepared in accordance with ‘Going Concern and Liquidity Risk: Guidance for Directors of UK Companies 2009’, published by the Financial Reporting Council in October 2009.

The Directors believe that the Company is in its strongest position since listing with equity funding of £1.9m in January 2011 and a significant amount of contracted business secured during 2010. As such the Directors confirm that they are satisfied that the Company has adequate resources to continue in business for the foreseeable future.

Corporate social responsibility

Angel Biotechnology Holdings Plc is a small dedicated team of professional people who operate to high standards. Included within those standards is a commitment to best practice on meeting the Company′s social responsibilities.

Health and safety

The Company is proactive in considering the safety of staff, visitors and the public. It operates a safety committee and has regular inspections by an independent specialist advisor. It had no notifiable safety incidents during the period.

Employees

Angel Biotechnology is committed to a policy of equal opportunities in the recruitment, engagement and treatment of its staff.

The motivation of staff and the maintenance of an environment, where innovation and team working is encouraged, are seen as key objectives by the Board. Regular company meetings are held with staff where issues are discussed in an open manner.

Environment

The Company disposes of its waste products through regulated channels using reputable agents.

Compliance statement

The Board has reviewed compliance with the Combined Code.

The Company has complied substantially with the other Code Provisions set out in Section 1 of the Combined Code on Corporate Governance issued by the UK Listing Authority since the date of admission to AIM.

Can we help?

Investor relations

Bespoke solutions from clinical trial to launch