ValiRx is a biopharmaceutical company focused on developing novel medicines to bring more advanced therapeutic options for the treatment of cancer and improve patient experience.

For many years the Company has conducted research on a pipeline of early stage therapeutic candidates, that may prove in clinical trials to treat, among other conditions, cancer safely and more effectively than currently used chemotherapeutics, which act indiscriminately, attacking the whole body and causing irreparable damage to normal cellular processes.

ValiRx has lead drug candidates at varying stages of development for multiple indications. The Company’s business model focuses on out-licensing therapeutic candidates early in the development process. By aiming for early-stage value creation, the Company reduces costs considerably while increasing the potential for realising value.

The Board is accountable to shareholders and other stakeholders and is ultimately responsible for the implementation of sound corporate governance practices throughout the group. Our Board of Directors is committed to ensuring that the Group adheres to high standards of corporate governance in the conduct of its business.

The Board attaches considerable importance to providing shareholders with clear and transparent information on the Group’s activities, strategy, and financial position.

Details of all shareholder communications are provided on the Group’s website http://www.valirx.com

Private shareholders currently constitute the main body of investors in ValiRx. As such, the Board regards regular and interactive meetings as a good opportunity for shareholders to seek clarity on the Company’s activities. Virtual Q&A sessions are now held on a regular basis. The annual general meeting provides an additional opportunity for shareholders to meet and discuss the Group’s business with the Directors. Announcements on the Group’s half and full-year results presenting all shareholders with an assessment of the Group’s position and prospects are found on the website. Shareholders vote on each resolution, by way of a poll. For each resolution we announce the number of votes received for, against and withheld and subsequently publish them on our website.

Long-term success relies upon good relations with a range of different stakeholder groups both internal (workforce) and external (suppliers, customers, regulators and others).  The board needs to identify the company’s stakeholders and understand their needs, interests and expectations.

Where matters that relate to the company’s impact on society, the communities within which it operates or the environment have the potential to affect the company’s ability to deliver shareholder value over the medium to long-term, then those matters must be integrated into the company’s strategy and business model. Feedback is an essential part of all control mechanisms. Systems need to be in place to solicit, consider and act on feedback from all stakeholder groups.

The Board recognises its prime responsibility under UK corporate law is to promote the success of the Company for the benefit of its members as a whole. The Board also understands that it has a responsibility towards employees, partners, customers, suppliers, and the patients who ultimately benefit from its research and drug development programmes. Our corporate social responsibility approach continues to meet these expectations. The Board also understands that it has a responsibility to take into account, where practicable, the social, environmental and economic impact of its approach.

Responsibility for the Company’s corporate activities lies with the Senior Management Team (“SMT”) who set the Group’s strategic approach and develop key policies. The Company engages with stakeholders through a number of channels, which include shareholder communications via the Regulatory News service (“RNS”), the Company’s website and its Annual Report & Accounts, results presentations and the Annual General Meeting and via interviews in the broadcast media and attendance at investor shows around the country.

Corporate communication and shareholder engagement through these channels not only gives shareholders a deeper insight into and understanding of the Company’s activities and of its development, but it also invites feedback, either face-to-face at such meetings or via email, on how the Company can improve its communications with stakeholders to better support their needs.  By so doing, such engagement enables the SMT to more effectively work with stakeholders in the future to their mutual advantage. The Board receives formal feedback from the SMT on a quarterly basis on the nature of interaction with the stakeholders they meet during each period.

The SMT is comprised of the Chief Executive Officer and the Chief Financial Officer who take leading roles in key strategic areas such as Gender, HR, and Environmental Management. The SMT is also responsible for ensuring global compliance with key internal and external policies including:

• Anti-human trafficking and slavery policy
• Diversity policy
• Anti-corruption and bribery policy
• Whistleblowing policy
• UK modern slavery act.

An important aspect of risk management is to put in place and consistently work according to unambiguous Standard Operating Procedures (SOPs). A SOP is a compulsory instruction to carry out s series of operations correctly and always in the same manner, avoiding deviations or non-conformances to ensure that the integrity of scientific investigations and drug manufacture are consistently maintained.

ValiRx operates an internal Quality Management System (QMS) comprising 14 SOPs to comply with the most stringent quality standards expected of a drug development company. Furthermore, the Company regularly audits its suppliers to ensure the manufacturing process, quality process, and also the drug’s shipment process all conform to the standard required.

The Board currently consists of three Executive Directors, a Non-Executive Chairman, and one Non-Executive Director. Collectively the Board has scientific, financial, legal, and business experience necessary to advance the Company and apply corporate governance best practices.

The Board is satisfied with its composition and the balance between Executive and Non-Executive Directors. These are:

Martin Gouldstone  (Independent Non-Executive Chairman)

Dr Mark Eccleston (Chief Executive Officer)

Gerry Desler (Executive Chief Financial Officer, Company Secretary)

Dr Cathy Tralau-Stewart (CSO, Executive Director)

Adrian de Courcey (Independent Non-Executive Director)

ROLE OF THE CEO

• Leads and manages the day-to-day running of the Group’s business in accordance with the business plans and within the budgets approved by the Board;
• Leads the management to ensure effective working relationships with the Board by meeting or communicating on a regular basis to review key developments, issues, opportunities and concerns;
• Develops and proposes the Group’s strategies and policies for the Board’s consideration;
• Implements, with the support of the management team, the strategies and policies as approved by the Board and its committees in pursuit of the Group’s objectives;
• Maintains regular dialogue with the Chairman on important and strategic issues facing the Group, and ensures bringing these issues to the Board’s attention;
• Ensures that the management gives appropriate priority to providing reports to the Board which contain relevant, accurate, timely and clear information necessary for the Board to fulfil its duties;
• Ensures that the Board is alerted to forthcoming complex, contentious or sensitive issues affecting the Group
• Leads the communication programme with stakeholders including shareholders;
• Conducts the affairs of the Group in accordance with the practices and procedures adopted by the Board and promotes the highest standards of integrity, probity and corporate governance within the Group

Role of the Non-Executive Director(s)

As members of the Board, all Non-Executive director(s) have key accountabilities, which include the following:

• Provision of leadership of the Company within a framework of prudent and effective controls, which enable risk to be assessed and managed;
• Setting the Company’s strategic aims, ensure that the necessary financial and human resources are in place for the Company to meet its objectives, and review management performance;
• Setting the Company’s values and standards and ensure that its obligations to shareholders are understood and met;
• Constructively challenge and help develop strategy, participate actively in the decision-making process of the Board, and scrutinise the performance of management in meeting agreed goals and objectives.

Independence

As recommended in the UK Corporate Governance Code, the Board will identify in the annual report each Non-Executive Director it considers to be independent. The Board will determine whether the Director is independent in character and judgement and whether there are relationships or circumstances which are likely to affect, or could appear to affect, the Director’s judgement. The Board will state its reasons if it determines that a Director is independent notwithstanding the existence of relationships or circumstances which are relevant to its determination, including if the Director:

• Has been an employee of the Company or group within the last five years;
• Has, or has had within the last three years, a material business relationship with the Company either directly, or as a Director or senior employee of a body that has such a relationship with the Company;
• Has received or receives additional remuneration from the Company apart from a Director’s fee;
• Holds cross-directorships or has significant links with other directors through involvement in other companies or bodies; or
• Has served on the Board for more than nine years form the date of their first election;
• Has a close family tie with any of the Company’s advisers, Directors or senior employees.

Role of The Board Committee:

The Board has established three committees: remuneration, audit and risk and nomination and governance. All of these committees have terms of reference, which set out clearly their role, stating whether it is to take decisions or make recommendations to the Board of Directors. These are available on the Company’s website (See below).

Biographical details of the Directors & Management can be found on the Company’s website here.

ValiRx seeks to recruit the best candidates at Board level and considers candidates on merit and against objective criteria and with due regard for the benefits of diversity on the Board (including gender), taking care that appointees have the necessary experience and time available to allocate to the position. Each Director appointed by the Board is subject to election by the shareholders at the first AGM after their appointment. Following advice from the Nomination and Governance Committee, the Board has concluded that each Director is qualified for election or re-election.

The current Board members are individuals with extensive industry-specific experience as well as professionals that bring to the Board the skill sets required to meet its strategic, operational and compliance objectives. Their suitability as Directors has therefore been determined largely on the basis of their ability to deliver outcomes in accordance with the company’s short and longer-term objectives and thus add value to shareholders.

Biographical details of the Directors & Management can be found here.

ValiRx considers that assessments of the performance of the Board, the Board committees, the Chief Executive, the Company Secretary and each of the individual Non-Executive Director(s) are pivotal to good corporate governance, bringing significant benefits and performance improvements on three levels: organisational; board and individual member level. Establishing an effective process for board evaluation sends a positive signal to the organisation that board members are committed to acting professionally.

Performance assessments are conducted annually across the board, applying a matrix of key areas of focus to identify collective and individual strengths and weaknesses within the Company for continuous improvement.

Board Composition:

• Appropriate ratio between Executive and Independent Directors;
• Awareness of social, professional and legal responsibilities at individual, company and community level; ability to identify independence conflicts; applies sound professional judgement; identifies when external counsel should be sought; upholds Board confidentiality; respectful in every situation.
• Effective in working within defined corporate communications policies; makes constructive and precise contribution to the Board both verbally and in written form;
• Negotiation skills to engender stakeholder support for implementing Board decisions; and
• Experienced with the mechanisms, controls and channels to deliver effective governance and manage risks.

Effectiveness of the Board of Directors in:

• Monitoring financial performance against agreed financial objectives;
• Monitoring the implementation of the strategy approved by the Board;
• Appointing, removing and monitoring the performance of the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer and/or Company Secretary;
• Ensuring appropriate succession planning for Board members and senior management via the Nomination and Governance Committee;
• Approving and monitoring financial and other reporting;
• Approving and monitoring major capital expenditure, capital management, funding, acquisitions and divestments;
• Overseeing risk management, control, accountability and compliance systems;
• Setting standards of behaviour to enhance the reputation of the Company in the market and the community;
• Ensuring proper organisation and management so as to achieve conformity goals across all aspects of the business;
• Setting appropriate delegated powers between CEO and Board of Directors;
• Ensuring quality and continuity of relations with the Group CEO, members of Committees, managers and heads of
  control functions; and
• Setting clear strategy for the Company reflecting goals short to mid-long term.

Effectiveness of Executive Management in:

• Implementing the strategic objectives set by the Board;
• Operating within the risk parameters set by the Board;
• Operational and business management of the Company;
• Managing the Company’s reputation and operating performance in accordance parameters set by the Board;
• The day-to-day running of the Company;
• Providing the Board with accurate, timely and clear information to enable the Board to perform its responsibilities;
• Interfacing with shareholders and stakeholders, Nomad and Broker; and
• Approving capital expenditure (except acquisitions) within delegated authority levels.

Structure and competency of Committees to: 

• Advise the Board on the suitability of external auditors and critical accounting policies for financial reports, in particular YE audited accounts, and the Company’s risk management and internal control systems;
• Provide independent and transparent pay arrangements linked to achievements over a given period; and
• Lead the Board appointment and succession planning process considering the requirements of the Company.

The Board understands the importance of setting the right culture for a biotechnology oncology-focused company specialising in developing novel treatments for cancer that will provide a breakthrough into human health and wellbeing through the early detection of cancer and its therapeutic intervention. Moreover, it ensures that the Company’s strategies and requirements for excellence and good governance are instilled into the culture of our business. The Executive Directors interface regularly with all personnel within ValiRx. In this way we encourage them to take responsibility for advancing their projects within parameters and controls set by the Board. This approach creates a culture that motivates and enables our personnel to develop and express their talents and skills. Moreover, in the performance of its duties the Board listens to the views of key stakeholders, including scientists, clinicians, regulators and suppliers and is mindful of the potential impacts of decisions it makes.

The company should maintain governance structures and processes in line with its corporate culture and appropriate to its:

• size and complexity; and
• capacity, appetite and tolerance for risk.

The governance structures should evolve over time in parallel with its objectives, strategy and business model to reflect the development of the company.

The Board of Directors, with the support of the Executive Management and Committees, is ultimately responsible for establishing and maintaining good standards of governance. This can be achieved by creating conditions that enhance overall Board’s and individual Directors’ effectiveness in order that all key issues are addressed and sound decisions are taken in a timely manner.

Other responsibilities of the Board of Directors include:

• Promoting effective relationships and open communication, and creates an environment that allows constructive debates and challenges, both inside and outside the boardroom, between Non-executive Director(s) and the management;
• Ensuring that the Board as a whole plays a full and constructive part in the development and determination of the Group’s strategies and policies, and that Board decisions taken are in the Group’s best interests and fairly reflect Board’s consensus;
• Setting, in consultation with the Chief Executive and Company Secretary, the Board meeting schedule and agenda to take full account of the important issues facing the Group and the concerns of all Directors, and ensures that adequate time is available for thorough discussion of critical and strategic issues;
• Ensuring that the strategies and policies agreed by the Board are effectively implemented by the Chief Executive and the management; and
• Ensuring that there is effective communication with shareholders, and that each Director develops and maintains an understanding of the stakeholders’ views.

The Board recognises the importance of sound corporate governance.  The Board is satisfied with its composition. The Non-Executive Director brings a wide range of skills and experience to the Company, as well as independent judgment on strategy, risk and performance. The independence of each Non-Executive Director is assessed at least annually, and are considered to be independent at the date of this report.

A healthy dialogue should exist between the board and all of its stakeholders, including shareholders, to enable all interested parties to come to informed decisions about the company. In particular, appropriate communication and reporting structures should exist between the board and all constituent parts of its shareholder base. This will assist:

• the communication of shareholders’ views to the board; and
• the shareholders’ understanding of the unique circumstances and constraints faced by the company. It should be clear where these communication practices are described (annual report or website).

Attendance at Board meetings

A minimum of ten (10) Board meetings are held each year at which it is expected that all Directors attend in addition to relevant Committee meetings, General Meetings and the Annual General Meeting.

Where Directors are unable to attend meetings due to conflicts in their schedules, they will receive the papers scheduled for discussion in the relevant meetings, giving them the opportunity to relay any comments to board members in advance of the meeting. Directors are required to leave the meeting where matters relating to them, or which may constitute a conflict of interest to them, are being discussed.

The number of meetings each director attended each year is displayed in the Annual Report.

Matters reserved for the Board.

• Approval of the Group vision, values and overall governance framework;
• Approval of the Company’s Annual Report and Accounts and Half Yearly Financial Statements;
• Approval of Group financial policy;
• Approval to enter into discussions with Biotech companies reference potential joint-partnering projects or licensing of Company’s preclinical and clinical assets;
• Approval of the Company’s long-term finance plan and annual capital budget;
• Approval of any significant change in Group accounting policies or practices;
• Approval of all circulars, listing particulars, resolutions and corresponding documentation sent to shareholders;
• Establishing committees of the Board, approving their terms of reference (including membership and financial authority), reviewing their activities and, where appropriate, ratifying their decisions;
• Approval of this schedule of Matters Reserved to the Board.

The Board is responsible to the Company’s shareholders with its main objective to increase the value of assets and long-term sustainability of the Company. The Board reviews business opportunities and determines the risks and control framework. It also makes decisions on budgets, Group strategy and major capital expenditure. The day-to day management of the business is delegated to the Executive Directors.

The Board meets monthly with agendas, Committee papers and other appropriate information distributed prior to each meeting to allow the Board to meet its duties. Effective procedures are in place to deal with conflicts of interest. The Board knows other interests and commitments of Directors and any changes to their commitments are reported.

In addition to the Executive Committee, the Board has established a Remuneration Committee, an Audit and Risk Committee, and a Nomination and Governance Committee, which also report into ValiRx’s Board.

The Executive Committee is in charge of the daily management of the Group and is mandated to prepare and plan the overall policies and strategies of the Company for approval by the Board. It may approve intra-group transactions, provided that they are consistent with the consolidated annual budget of the Company, as well as specific transactions with third parties provided that the cost per transaction is within specified spending limits. It informs the Board at its next meeting on each such transaction.  Prior to the beginning of each fiscal year, the Executive Committee submits to the Board those measures that it deems necessary to be taken in order to meet the objectives of the Company and a consolidated budget for approval. This committee comprises:

Dr Mark Eccleston (Chief Executive Officer)

Dr Cathy Tralau-Stewart (CSO, Executive Director)

Gerry Desler (Executive Chief Financial Officer, Company Secretary)

The Audit and Risk Committee meets at least twice per annum and is responsible for assisting the Board in carrying out its oversight responsibilities in relation to corporate policies, risk management, internal control, internal and external audit and financial and regulatory reporting practices. The Committee has an oversight function, providing a link between the external auditors and the Board; it also determines the terms of engagement of the Company’s auditors. The current members of the Audit and Risk Committee are:

Gerry Desler (Executive Chief Financial Officer, Company Secretary)

Dr Mark Eccleston (Chief Executive Officer)

Adrian de Courcey (Non-Executive Director)

The Remuneration Committee meets at least twice per annum to determine and agree with the Board the framework or broad policy for the remuneration of executive directors of the Company and advises on the overall remuneration policies applied throughout the Company. The objective of this committee is to attract, retain and motivate executives capable of delivering the Company’s objectives. Agreed personal objectives and targets including financial and non-financial metrics are set each year for the executive directors and other personnel and performance measured against these metrics. The committee is made up of: Non-Executive Director(s), namely:

Martin Gouldstone (Non-Executive Chairman)

*Dr Mark Eccleston (Chief Executive Officer)

Gerry Desler (Executive Chief Financial Officer, Company Secretary)

*The Chief Executive Officer is consulted on remuneration packages and policy but does not attend discussions regarding his own package. The Board determines the remuneration and terms and conditions of the appointment of the Non-Executive Director(s).

The Nomination Committee is a sub-committee of the whole Board responsible for the selection and proposal to the Board of suitable candidates for appointment as Executive and Non-Executive Director(s) The Committee may engage external search consultants to identify candidates for Board vacancies before recommending a preferred candidate to the Board for consideration. The Committee comprises:

Gerry Desler (Executive Chief Financial Officer, Company Secretary)

Martin Gouldstone (Non-Executive Chairman)

Dr Mark Eccleston (Chief Executive Officer)