We are committed to the principles of corporate governance contained in the Combined Code.
We are committed to the principles of corporate governance contained in the Combined Code and for which the Board is accountable to shareholders. This section explains how the Directors will seek to apply the requirements of the Combined Code to procedures across the extended Sagentia Group ('Sagentia').
Statement of compliance with the Code of Best Practice
Sagentia complies with the Provisions of the Code of Best Practice set out in Section One of the Combined Code except, so as to reflect the size and resources of Sagentia, for the following matters:
• not all of the directors on the Nomination Committee are independent
the Chairman of the Board is not considered to be independent as he is a substantial shareholder of the company. The Chairman is assisted in the managing of the business on a day-to-day basis by the executive team of Sagentia, including its finance director.
High-level strategic decisions are discussed and taken by the full Board, with recommendations as appropriate from the Chairman. Operational decisions are taken by the Chairman and the operational management team within the framework approved in the annual budgets.
The Board define a framework of high-level authorities to map the structure of delegation below Board level, as well as specifying issues which remain within the Board’s preserve. The Board meet at least six times a year to consider a formal schedule of matters including the operating performance of the business and at least once to review Sagentia’s budget, strategy and business model.
Non-executive directors are appointed for a three-year term after which their appointment may be extended by mutual agreement, after rigorous review by the Board. In accordance with Sagentia’s Articles of Association, the Board is required to retire by rotation at the end of three years so that over a three-year period all directors will have retired from the Board and faced re-election.
All directors have access to the advice and services of the Company Secretary, legal adviser, and other independent professional advisers as required. Non-executive directors can familiarise themselves with all aspects of Sagentia and have access to key members of staff.
It is the responsibility of the Chairman and the Company Secretary to ensure that Board members receive sufficient and timely information regarding corporate and business issues to enable them to discharge their duties. Sagentia’s strategy is communicated to all employees in regular briefings.
Risk management is crucial to the success of Sagentia, and the Board and Audit Committee consider the risks associated with Sagentia’s technology and intellectual property pipeline, technical resources, as well as regulatory and other operational risks. Risks are reviewed by the Board as part of the strategy review.
Sagentia Board Committees
The Board of Sagentia has established three standing committees, all of which operate within written terms of reference. Their minutes are circulated for review and consideration by the full complement of directors, supplemented by oral reports from the committee chairmen at Board meetings.
The Audit Committee is chaired by Michael Lacey-Solymar and comprises himself, David Courtley and Professor Keith Glover. The Audit Committee is responsible for reviewing a wide range of matters, including the half year and annual financial statements before their submission to the Board, as well as monitoring the controls, in particular regarding processes concerning investments, which are in force to ensure the integrity of the information reported to the shareholders. There is a whistle-blowing policy incorporated within the Sagentia employee handbook. The Audit Committee contributes to the Board’s review of the effectiveness of internal controls and risk management systems. The Audit Committee advises the Board on the appointment of external auditors and on their remuneration both for audit and non-audit work, and discusses the nature, scope and results of the audit with external auditors. The Audit Committee will keep under review the cost effectiveness and the independence and objectivity of the auditors. There is no internal audit function within Sagentia. The Audit Committee is satisfied that this is appropriate for a company of Sagentia's size.
The Remuneration Committee is chaired by David Courtley and comprises himself, Michael Lacey-Solymar and Professor Keith Glover. Its function is to monitor the human resources policies of Sagentia to ensure that they are consistent with Sagentia’s business and culture. It is charged with executing the Board’s policy on executive director and executive management remuneration and reporting decisions made to the Board. The committee determines both the individual remuneration package of executive directors and remuneration levels for other senior employees of Sagentia.
The Nomination Committee is chaired by Martyn Ratcliffe and comprises himself, David Courtley, Michael Lacey-Solymar and Professor Keith Glover. The committee meets when necessary. The committee’s primary function is to make recommendations to the Board on all new appointments and also advise generally on issues relating to Board composition and balance. Nominations for executive directors are submitted by the Chairman to the Nomination Committee.