The Directors recognise the importance of good corporate governance and intend that the Company will apply the principles of the QCA Code insofar as they are appropriate given the Company’s size and stage of development.
Principle One: Business Model and Strategy
The Board has adopted a strategy for the Company's development which is summarised below.
Spectral is a predictive analytics group that develops proprietary optical technology and AI algorithms to help clinicians make more accurate and faster treatment decisions in the wound care sector. Using its DeepView® Wound Imaging Device, an internally developed multispectral imaging device which has designated FDA Breakthrough status, the Group is able to distinguish between damaged and healthy human tissue invisible to the naked eye, providing Day 1 healing assessments for burn wounds and diabetic foot ulcers (DFU). DeepView®’s output is specifically engineered to allow the physician to make a more accurate, timely and informed decision regarding the treatment of the patient’s wound. In the case of DFUs, a non-healing assessment would provide the physician with the appropriate justification to use an advanced wound care therapy on Day 1 as opposed to the current approach that involves waiting up to 30 days to see how the wound develops before making a clinical assessment. The accuracy of DeepView® is 83.5 per cent. for DFUs compared to current clinical accuracy of 50 per cent. For burn wounds, the clinician can make an immediate and objective determination for appropriate candidates for surgery as well determining what specific areas of the burn wound will require skin grafting. DeepView®’s current accuracy for burn wounds is 91 per cent., compared with current physician accuracy of 50 to 70 per cent.
There are no diagnostic imaging devices that provide clinicians with an objective and immediate assessment of a wound’s healing potential. Currently, healthcare professionals rely on their experience and subjective assessments to determine if wounds such as burn injuries and diabetic foot ulcers will respond to therapeutic treatment.
In the US and UK, respectively, there are over 490,000 and 87,000 burn victims who receive emergency medical treatment each year. Physicians typically admit the patient for a period of up to 21 days to wait for the viable tissue to present itself as healing or non-healing before taking the patient to surgery. Unfortunately, this “wait and see” approach to assessing burn wounds comes at a higher than average cost for the facility and duress for the burn victim. Currently the average hospital stay is 8.1 days with an average cost of approximately US$24,000. DeepView® provides the physician with a ‘Day One’ healing assessment and enables the physician to not only triage the patient to the appropriate setting sooner, but also, the device assists the physician in accurately determining which areas of the burn wound are appropriate for excision and grafting.
Diabetes (type 1 and type 2) affects over 34 million people in the US alone and more than 460 million people worldwide. DFU is the most frequently recognised complex and costly symptom of diabetes which can lead to limb amputation if left undiagnosed, misdiagnosed or untreated.
There are over 5.2 million diabetic foot ulcers patients in the United States and Europe every year. In the US, patients must undergo standard wound care therapy for 30 days prior to receiving advanced wound care therapy. In the US, DFU patients have annual costs that are often three times more expensive than the typical patient and see their medical provider, on average, 15.5 times per year. Nonhealing DFUs in the UK are reported as being four times more expensive than DFUs that heal.
As such, the Group operates in an area of significant unmet medical need. The FDA designation of the DeepView® device with Breakthrough Device Designation status provides the Group with an expedited regulatory framework for the burn application and guaranteed Medicare reimbursement for a period of four years. Further, the Group intends to present the DFU application as the first indication for regulatory approval in the US, EU and UK. The burn indication for use would follow-on as a Fast Track “510(k)” FDA approval process. The Group will also apply for FDA breakthrough designation for the DFU indication for use in 2022. In the meantime, the Company intends to make preparations for commercialisation and launch of its technology.
Future Growth Strategy
The Group expects that in the short term it will generate additional revenue from grants received from BARDA in connection with performance of the Company’s BARDA contract. From 2013 to 2019, the Group completed the BARDA Burn I contract valued at US$26 million to investigate the use of its device as a surgical-triage tool for burn victims in a mass-casualty event. In July 2019, the Group entered into the BARDA Burn II contract, to further develop the DeepView® device as a medical countermeasure for mass casualty events. The Company has now entered Option 1a of BARDA Burn II, valued at $20.6 million.
Upon receiving regulatory approval, the Group intends to sell the DeepView® device to inpatient and outpatient sites throughout the US. Sales will initially target podiatry practices presiding in areas with high prevalence of diabetes such as the south and south-eastern US. Large hospital systems with outpatient wound care centres will also be targeted as they serve a large volume of DFU patients. The device will be sold as capital equipment and will have an annual subscription fee based on the number of applications the device is used for.
This model is well established for other instrument plus application technologies and accepted by customers. The Group expects to start hiring and scaling in 2022 to sell and market DeepView® devices to US customers. Furthermore, the Group expects to engage contract sales organisations to distribute DeepView® throughout the UK and EU. Preliminary discussions with medical device distributors are expected to occur during 2021 to determine which organisations possess the key relationships and insights for selling diagnostic imaging equipment within their respective countries. The Group will focus its commercial strategy on the UK and Germany in 2023, with France, Italy and Spain to follow in 2024. Like the US, the primary customer base for the DFU application in Europe will be outpatient wound centres and secondary sites of care that have a high-volume of DFU patients. The Group also expects to engage a market access consulting firm to help navigate the various regional tender and contracting entities within each country.
Principle Two: Understanding Shareholder needs and Expectations
The Board recognises its significant responsibility towards the Company’s shareholders and is committed to maintaining good communication and investor relations and having a constructive dialogue with all its shareholders. The Chief Executive Officer will hold regular meetings with institutional shareholders to keep them updated on the Company’s performance, strategy and management and provide periodic briefings to analysts who cover the industry.
The Board have engaged Walbrook PR to provide investor relations services allowing all investors to have the opportunity to ask questions and provide feedback via Walbrook PR – either by phone or email. Through Walbrook, the Board will also allow all investors to attend Company investor presentations (held physically or virtually) and to submit questions to the management.
In addition, all shareholders are encouraged to attend the Company's Annual General Meeting and any other Special Meetings which are held throughout the year. Proper consideration will be given to conducting these meetings in locations relevant to the Group’s activities whether in person or in virtual format. Factors to be taken into account include location of the Company’s shareholders, the Group’s key operations, with the health and safety of participants being of paramount importance.
The Board will use the Company's website to provide access to current information about the Group’s activities.
Principle Three: Stakeholder Responsibilities
The Board recognises that the long-term success of the Group is reliant upon the efforts of the employees of the Group and its customers, stakeholders, suppliers and regulators. The Board has identified its key stakeholders and has put in place a range of processes and systems to ensure that there is close Board oversight and contact with these groups and seeks feedback from them whenever possible.
Employee Annual Assessment Process
All employees of the Group participate in a structured Group-wide annual assessment process which is designed to ensure that there is an open and confidential dialogue with each person in order to assess performance and set goals for the forthcoming year. The mutual feedback process ensures that the Group can communicate developments in the business to ensure employees efforts are coordinated with Group strategy.
FDA consultation/BARDA meetings
The Company has had multiple interactions with the FDA since 2013 directly overseen by the Chief Executive Officer with a dedicated management team responsible for the Company’s regulatory processes including the Breakthrough Device Designation regulation. The Company has recently engaged with the FDA for informational pre-submission and pre-submission meetings to ensure that the regulatory pathway and data collection for the system to meet the FDA’s requirements.
Since 2013 the Company’s relationship with BARDA has been managed through formal monthly “Project-Core-Team” meetings consisting of leadership representation from BARDA and officers of the Company (including the Chief Executive Officer). There are additional meetings and communications by phone or email to ensure that the Company is fulfilling the contractual requirements of the contract.
Suppliers and Manufacturing partners
The Board ensures that all key relationships with customers and suppliers are the responsibility of, or are closely supervised by, one of the Directors or senior management.
The Company currently outsources all its manufacturing through a contract manufacturing service, Cobalt Production Solutions (“Cobalt”) based in Plano, Texas. Cobalt is involved with manufacturing the DeepView GEN 3 system and will continue to do so for the foreseeable future.
In addition to Cobalt, the Company integrates several other highly specialised contract manufacturers in the areas of optics, system design, and electronics. The Company employs experienced regulatory and quality control personnel to ensure that manufacturing processes and quality management systems are in compliance with FDA and CE Mark regulations and standards. As the Company expands into the European market, the Company will consider manufacturing systems in the EU in preparation for commercialisation. The Company does not have plans to develop its own manufacturing facility at this time.
Principle Four: Risk Management
The Audit Committee is responsible to the Board for ensuring that procedures are in place and are being followed to identify, evaluate and manage the significant risks faced by the Group. The Audit Committee reviews the risks on a regular basis and will discuss them quarterly at board level and formally in the Annual Report. The following principal risks have been identified:
Specific risks relating to terms of key contracts
The Company currently has agreements with each of: (i) BARDA; and (ii) the Defense Health Agency (“DHA”) to support continued funding and development of the next generation of the DeepView® wound imaging device.
The base period of the BARDA contract expired at the end of April 2021, however BARDA has exercised Option 1A in March 2021 to provide funding to initiate the Burn Training study. BARDA may exercise further options to extend the term of the contract subject to contract milestones and decision gates. While the Company has no reason to believe that these further options will not be exercised, and whilst these contracts have been renewed or extended historically, there is no guarantee that the contracts will be extended. As these contracts are very significant to the Company, a decision by BARDA not to exercise further options could have an adverse impact on the Company’s business, prospects, results of operations and financial condition.
While the government has a right to terminate the BARDA contract, the government generally does not terminate funding awards unless there is reason, such as: the funding contract becomes too costly or proving impossible, the agency seeks to avoid a dispute with another branch of government or the agency has decided to restructure its contractual arrangements and perform work in-house. Thus, it is unlikely that BARDA will terminate its contract with Company. If, however, BARDA terminates the contract, the Company may be entitled to settlement costs for payment for work already performed, but not yet paid for; costs incurred in anticipation of performance; and costs arising from termination and settling the termination, for example. While such Termination Settlement is available, the termination of the BARDA contract is considered low risk.
To mitigate this risk, the Company maintains a very close relationship with BARDA, through a project team made up of senior management including the CEO and the Head of Regulatory Affairs. Project milestones and scope are closely controlled by the Company to ensure the development goals presented to BARDA are achieved in full, and that momentum towards the development’s completion is maintained. In the very unlikely event that BARDA did terminate the contract, the Company would review the adoption of suitable mitigation measures including rescheduling of the Burns development programme, cost savings, and raising funds from alternative sources to complete the development, depending on the progress of the Burns development and DFU development and commercialisation.
The DHA Department of Defense Small Business Technology Transfer (STTR) Phase II contract expired on 26 January 2021. The Company may enter into a Phase III contract to pursue commercial applications of the research or development completed in Phase II. Though the Company has no reason to believe that it will not be offered a Phase III contract, and while DHA contracts have been renewed or extended historically, there is no guarantee that the contract will be extended after the base period. As this contract is a key contract for the Company, non-extension of the contract could have an adverse impact on the Company’s business, prospects, results of operations and financial condition.
To mitigate this risk, the Company maintains a very close relationship with DHA, through a project team made up of senior management including the Chief Executive Officer and the Head of Regulatory Affairs. Project milestones and scope are closely controlled by the Company to ensure the development goals presented to DHA are achieved in full, and that momentum towards the development’s completion is maintained. In the very unlikely event that DHA did not extend the contract, the Company would review the adoption of suitable mitigation measures including rescheduling of the Burns development programme, cost savings, and raising funds from alternative sources to complete the development, depending on the progress of the Burns development and DFU development and commercialisation.
Loss of a major customer
The Company has not made any commercial sales and receives almost all of its revenue from fixed fees and costs payable by BARDA. While the Company believes it has a very good working relationship with BARDA, the loss of the Company’s contract with BARDA may have an adverse impact on the Company’s business, prospects, results of operations and financial condition. The Company expects diversification of customers in future years once it begins commercial sales activity.
Risk mitigation is described above in relation to BARDA and the DHA.
The DeepView system has yet to be launched into the US, EU and other markets and so adoption and market penetration can only be estimated. Widespread adoption of new medical device technologies typically follows early adoption and promotion by key opinion and thought leaders in the relevant sectors. Whilst the Directors are optimistic about the Company’s prospects, there is no certainty that anticipated outcomes and sustainable revenue streams will be achieved
The Company has taken steps to mitigate this risk by establishing a strong relationship with the Skin Wounds, and Trauma (SWaT) Research Centre of the Royal College of Surgeons in Ireland (RCSI)& University of Medicine and Health Sciences, a well-respected institution in the field. The Company will be able to leverage this relationship to access other institutions and individuals that should increase awareness and early adoption of the systems both in the EU and US. Further, the Company has established an Advisory Board of key opinion leaders to ensure that the DeepView developments result in commercialisable products. The Burns application has received FDA breakthrough designation which will also provide strong promotional benefits in commercialisation, and access to advantageous treatment reimbursement rates.
Research and development risk
The Company will be operating in the life sciences and medical device development sector and will look to exploit opportunities within that sector. The Company will therefore be involved in complex scientific research and industry experience indicates that there may be a risk of delay or failure to produce results. In order to obtain the necessary regulatory approvals required to commercialise the Company’s products, the Company will need to conduct clinical trials and demonstrate successful outcomes against an agreed comparator. There is a risk that safety and efficacy issues may arise when the products are tested. There is also a risk that there will be delays to the development of the products or that unforeseen technical problems arise as the Group’s technology becomes increasingly automated. These risks are common to all new medical products and there is also a risk that the clinical trials may not be successful.
The Company is mitigating such risks through the recruitment and retention of highly skilled and experienced senior managers and other employees with world leading capabilities in science, product and business development, project management and regulatory affairs to realise high performing technologically breakthrough products on schedule, and to the satisfaction of clinicians and regulatory authorities.
Product development timelines
Product development timelines are at risk of delay, particularly since it is not always possible to predict the rate of patient recruitment into clinical trials. There is a risk therefore that product development could take longer than presently expected by the Directors. If such delays occur the Company may require further working capital.
The Directors shall seek to minimise the risk of delays by careful management of projects and have strongly embedded processes and systems of programme management to provide this. In the development of earlier generations of the DeepView product, the Company has demonstrated its abilit to plan and execute on its development projects in a timely manner.
Regulatory approvals and compliance
The Company will need to obtain various regulatory approvals (including the FDA and EMA approvals) and otherwise comply with extensive regulations regarding safety, quality and efficacy standards in order to market its future products. These regulations, including the time required for regulatory review, vary from country to country and the review and approval processes can be lengthy, expensive and uncertain. While efforts will be made to ensure compliance with government standards, there is no guarantee that any products will be able to achieve the necessary regulatory approvals to promote that product in any of the targeted markets and any such regulatory approval may include significant restrictions on the uses for which the Company’s products can be promoted and used.
To ensure that the Company has the best possibility of receiving appropriate regulatory approvals to market its products, it has conducted thorough clinical and product market research through key clinical opinion leaders and institutes to refine its technology offering and to ensure that it produces and overwhelmingly compelling clinical case for regulatory approval and adoption. Further, the Company has established a process of active engagement with the regulatory authorities in determining the optimal regulatory pathway to approval, to minimise the regulatory lead time and to ensure the satisfaction of the safety, quality and efficacy standards expected by those authorities. The Company has established world leading expert teams of scientific, product and business development, project management and regulatory affairs staff to maximise the likelihood of success.
The markets for the Company’s products and services are characterised by changing technology and customer requirements. Changing customer requirements and the introduction of products or services or enhancements embodying new technology may render the Company’s existing products and services obsolete, unmarketable or competitively impaired and may exert downward pressures on the pricing of existing products and services.
One of the Company’s key competitive advantages is that it is currently the only AI-enabled wound imaging system that translates raw physiological image data into an output that is directly correlated to a wound healing prediction. The Company intends to continue to invest in technical developments in order to mitigate the impact of future competition. The Company has also registered a portfolio of patents to defend its technological lead over other market offerings in the relevant clinical space.
Principle Five: A Well-Functioning Board of Directors
The Board comprises the Independent Non-Executive Chairman, Martin Mellish, the Chief Executive Officer, Wensheng Fan, and four other Non-Executive Directors: Erich Spangenberg, Dr Cynthia Cai, Gerry Beaney and Richard Cotton. All NEDs, with the exception of Erich Spangenberg, are considered to be independent. Erich Spangenberg, including the Spangenberg Entities, is the largest shareholder of the Company, owning approximately 40 per cent. of the Company’s total issued share capital and was Chairman of the subsidiary prior to Admission. Mr. Spangenberg and his related entities have signed the Relationship Agreement which further governs his relationship with the Company and the Board.
The QCA Code recommends that at least two members of the board are non-executive Directors determined by the Board to be independent in character and judgement and free from relationships or circumstances which may affect, or could appear to affect, their judgement. The Company complies with this requirement with four non-executive Directors determined by the Board to be independent.
The Board meets at least every two months and at any other time deemed necessary for the good management of the business and at a location agreed between the Board members. It has established Audit, Remuneration and Nominations Committees, particulars of which appear under Principle Nine. Each Director has agreed to devote as much time as is required to carry out the roles and responsibilities that the Director has agreed to take on.
Notwithstanding that the Directors are based in various jurisdictions the Company will aim to ensure that face to face meetings occur where practicable and subject to ongoing regulations relating to the Covid-19 pandemic.
The Directors are subject to re-election intervals as prescribed in the Company's Certificate of Incorporation, the effect of which is that no director may serve a term longer than three years without standing for re-election by the Company’s Shareholders at a general meeting.
Principle Six: Appropriate Skills and Experience of the Directors
The Company has put in place a board structure that can best provide the strategic advice and leadership required.
The Board currently consists of six Directors, who are supported by an experienced senior management team and an Advisory Board.
The Directors are of the view that the Company does not currently require a Board-level Chief Financial Officer given its current stage of development. Wan Lung Eng, the Company’s Chief Financial Officer is invited to attend all Board meetings and audit, remuneration and nomination committee meetings as required. In addition, the NEDs have appropriate financial experience: Richard Cotton previously served as Chief Financial Officer of FTSE250 listed Dechra Pharmaceuticals plc, whilst Gerry Beaney and Martin Mellish bring considerable public company advisory and audit committee experience, respectively.
As the Company grows and develops, the Board will keep its corporate governance framework under review to ensure it remains appropriate for the size, complexity and risk profile of the Group.
Currently, the Board has an appropriate balance of sector, financial, and public markets skills and experience and brings a range of skills and capabilities to the Company. The Board members are kept up-to-date on a regular basis on key issues and developments pertaining to the Group as well as their responsibilities as members of the Board and have access to management as required.
Principle Seven: Evaluation of Board Performance
Internal evaluation of the Board, its committees and individual Directors is seen as an important component of good governance. This will be undertaken on an annual basis in the form of peer appraisal, facilitated by self-assessment questionnaires and discussions to determine the effectiveness and performance in each individual’s role. The criteria against which effectiveness is considered will be aligned to the strategy of the Group and management forecasts and budgets that are already in place. Development needs of individuals will form part of the appraisal process.
The Board may consider an externally facilitated review in the future.
In addition, NEDs’ independence will be reviewed on an ongoing basis.
Principle Eight: Corporate Culture
The Board recognises that its decisions regarding strategy and risk will influence the corporate culture of the Group as a whole and that this will impact the performance of the Group. The Board is very aware that the tone and culture set by the Board will have an effect on all aspects of the Group as a whole and the way that employees behave. A large part of the Group's activities are centred on its interaction with government departments as well as addressing its healthcare customer needs. Therefore, the importance of sound ethical values and behaviours is crucial to the ability of the Group to successfully achieve its corporate objectives. The Board places great importance on this aspect of corporate life and seeks to ensure that this flows through all that the Group does. The Board assessment of the culture within the Group at the present time is one where there is respect for all individuals, there is open dialogue within the Group and there is a commitment to provide the best service possible to all the Group's key customers while being sensitive to the needs of all stakeholders.
In addition, the Group takes a zero-tolerance approach to bribery and corruption and is committed to acting professionally, fairly and with integrity in all business dealings and relationships wherever they occur. The Group implements effective systems to counter bribery and corruption, and as part of this has adopted an anti-bribery and anti-corruption policy. The policy provides guidance to those working for the Group on how to recognise and deal with bribery and corruption issues and the potential consequences and applies to all persons working for the Group or on its behalf in any capacity, including employees at all levels, Directors, Officers, consultants and agents.
Furthermore, the Directors believe that serving the Group's target market of hospitals and other care and treatment centres, brings with it a level of public scrutiny in procurement that is transparent and easily accessible to the Board and external advisers that oversee the Group's activities.
Principle Nine: Maintenance of Governance Structures and Processes
Ultimate authority for all aspects of the Group's activities rests with the Board with the respective responsibilities of the Chairman and Chief Executive Officer arising as a consequence of delegation by the Board. The Chairman is responsible for the effectiveness and leadership of the Board, promoting a culture of openness and debate by facilitating the effective contribution of NEDs and ensuring constructive relations between Executive and Non-Executive Directors. The Chief Executive Officer is responsible for ensuring that the Directors receive accurate, timely and clear information. Management of the Group's day-to-day business resides with the Chief Executive Officer. As stated in Principle Two, primary contact with shareholders has been delegated by the Board to the Chief Executive Officer who may further delegate with the consent of the Board.
NEDs are appointed not only to provide independent oversight and constructive challenge to the Executive Directors and senior management but also to provide strategic advice and guidance. There is a rigorous and transparent procedure for the appointment of new Directors to the Board. The search for Board candidates is conducted, and appointments made, on merit, against objective criteria and with due regard for the benefits of diversity on the Board.
The Company also maintains an Advisory Board for the purpose of providing additional insight and expertise in the areas in which the Company operates.
The Audit Committee’s role is to assist the Board with the discharge of its responsibilities in relation to internal and external financial reporting, audits and controls, including reviewing the Group’s annual and half-yearly financial statements, reviewing and monitoring the scope of the annual audit and the extent of the non-audit work undertaken by external auditors, advising on the appointment of external auditors and the tendering process and reviewing the effectiveness of the Group's corporate governance, internal audit and controls, insurance and risk management, whistle-blowing and fraud-prevention systems. The ultimate responsibility for reviewing and approving the Group's annual report and accounts and its half-year reports remains with the Board.
The Audit Committee will be chaired by Richard Cotton and its other member will be Gerry Beaney. The Board has satisfied itself that Richard Cotton has recent and relevant financial experience, having previously been Chief Financial Officer of FTSE250 listed Dechra Pharmaceuticals plc, and that the committee as a whole has competence relevant to the sector in which the Group operates. The Audit Committee will normally meet no fewer than three times in each financial year and at such other times as the chair of the committee requires. It will have unrestricted access to the Company’s auditors.
The Remuneration Committee has delegated responsibility for all elements of the remuneration of the Chair of the Board, the executive Director of the Company and such other senior executives of the Group as it is designated to consider. It must ensure that the remuneration policy and practices of the Company are designed to support strategy, purpose and values that are linked to the Company’s longterm success. The Remuneration Committee will also make recommendations to the Board on proposals for the granting of share options and other equity incentives under any share option scheme or equity incentive scheme in operation from time to time. In exercising this role, the Directors will have regard to the recommendations in the QCA Code. The remuneration of non-executive Directors will be a matter for the executive Director and Chairman. No Director may be involved in any decision as to their own remuneration.
The Remuneration Committee will be chaired by Gerry Beaney. The other member of the committee will be Richard Cotton. The Board has satisfied itself that Gerry Beaney has recent and relevant experience, having previously held senior positions at London-based institutional stockbrokers and AIM advisory firms, and that the committee as a whole has competence relevant to the sector in which the Group operates. The Remuneration Committee will normally meet not less than twice in each financial year and as otherwise required by its chair.
Remuneration of Directors is split into three categories:
- Basic salaries and benefits in kind: Basic salaries are recommended to the Board by the Remuneration Committee, taking into account the requirements of the role and the rates for similar positions in comparable companies. Certain benefits in kind are available to certain senior staff and executive directors.
- Bonus Scheme: The Group has a discretionary bonus scheme for staff and executive directors which is specific to each individual and the role performed by that individual within the Group. Bonuses will be linked to achievement of a range of key performance indicators (financial and non-financial).
- Long-term incentive plan (LTIP): The Company operates a LTIP for Executive Directors and other employees to attract, retain and reward those individuals through equity participation in the Company’s stock. The LTIP includes share options, restricted shares and restricted share units. Options can also be granted to non-employees (including consultants and non-independent NEDs) through a sub-plan. Exercise of share options under the plans are subject to specified exercise periods and compliance with the AIM Rules. The LTIP and option plan are overseen by the Remuneration Committee which recommends to the Board all grants of equity and share options to directors and employees based on the Remuneration Committee's assessment of personal performance and specifying the terms under which eligible individuals may be invited to participate.
The Nomination Committee will lead the process for appointments, ensure plans are in place for orderly succession to both the Board and senior management positions and oversee the development of a diverse pipeline for succession. It is also responsible for periodically reviewing the Board’s structure and identifying potential candidates to be appointed as Directors, as the need may arise.
The Nomination Committee will be chaired by Dr Cynthia Cai. The other members of the committee will comprise Martin Mellish and Wensheng Fan. The committee’s remit will extend to senior management and the Advisory Board to ensure candidates possess the particular attributes required for the role. Director candidates will also be assessed to ensure appropriateness to act as a director of a London AIM Market company. The Nomination Committee will meet once a year and at such other times as the chair of the committee requires.
Principle Ten: Shareholder Communication
The Board is committed to maintaining good communication and having constructive dialogue with its shareholders. The Investors section of the Company’s website provides all required regulatory information as well as additional information shareholders may find helpful including: information on Board members, advisors and significant shareholdings, a historical list of the Company’s Announcements, its corporate governance information, the Company’s publications including historic annual reports and notices of annual general meetings or special meetings, together with share price information.
The Group also takes a proactive approach to investor relations initiatives with ongoing support from Walbrook PR Limited, the Group's Financial PR and IR Advisers. These investor relations initiatives include (but are not limited to):
- responsive IR enquiry service for all investors to ask questions and provide feedback via phone or email;
- shareholder events in London and elsewhere;
- access to virtual investor presentations and Q&A sessions;
- the use of social media, in accordance with the Group's Social Media Policy; and
- access to media commentary or video interviews providing a summary of Company strategy and around other key developments.
Institutional shareholders and analysts will have the opportunity to discuss issues and provide feedback at meetings with the Company. The Board have engaged Walbrook PR to provide investor relations services allowing all investors to have the opportunity to ask questions and provide feedback through Walbrook PR – either by phone or email. Through Walbrook the Board will also allow all investors to attend Company investor presentations (held physically or virtually) and to submit questions to the management. In addition, all shareholders are encouraged to attend the Company's Annual General Meeting or any other Special Meetings that will be held throughout the year.
Results of shareholder meetings and details of votes cast will be publicly announced through a regulatory information system and displayed on the Company’s website with suitable explanations of any actions undertaken as a result of any significant votes against resolutions.
The Company has adopted a dealing code for Directors, senior managers and employees in relation to securities dealings which is appropriate for a company with securities traded on AIM ("Share Dealing Code").
The Share Dealing Code imposes restrictions beyond those that are imposed by law (including by FSMA and MAR and other relevant legislation) and its purpose is to ensure that persons discharging managerial responsibility and persons connected with them do not abuse, and do not place themselves under suspicion of abusing, price-sensitive information that they may have or be thought to have, especially in periods leading up to an announcement of financial results. The Share Dealing Code sets out a notification procedure which is required to be followed prior to any dealing in the Company’s securities. The Company intends to take proper steps to ensure compliance with the dealing code by Directors, senior managers and employees.