Corporate Governance

Establish a strategy and business model which promote long-term value for shareholders

The Group is a specialist life sciences group of companies focussed on exploiting its intellectual property in the field of cell & gene therapies and vaccines. Using its proprietary technology, 4basebio PLC is focussed on developing and supplying next generation therapeutic DNA, as well as non-viral nanoparticles for use in gene therapy delivery.

The Company’s strategy is to:

• develop a highly efficient and scalable manufacturing process for its proprietary synthetic DNA with a view to manufacturing and selling large quantities of pharmaceutical grade DNA;

• develop gene therapy delivery systems centred on non-viral nanoparticles; and

• identify a number of indications, where the combination of the Company’s DNA and non-viral delivery system technology can be combined to progress potential gene therapies through pre-clinical development.

The Board considers the Company to be well funded, with cash resources to fund it to commercialisation. The Board considers this approach should provide shareholders with significant long term value should the Company be successful in executing its strategy.

Seek to understand and meet shareholder needs and expectations

The Company has a significant number of smaller shareholders with whom the Board is experienced in communicating.  

The Company also has a number of significant shareholders who were supportive of the Company joining AIM in 2021 and whose expectations the directors consider they understand well.

The Company maintains a website for general corporate and investor information and intends to publish presentations as and when they are produced.

Take into account wider stakeholder and social responsibilities and their implications for long-term success

The Board recognises the importance of the Company’s wider stakeholders to its long-term success. These include, inter alia, prospective investors, employees, contractors, suppliers, potential partners, potential customers, regulators and advisers. The Company’s business model relies upon it further advancing its intellectual property and know-how, which will require it to actively consider and reflect the views of its stakeholders at large.

The Board recognises that the Company operates within the wider pharmaceutical industry and strives to remain alert to developments in a wider industry/society context.

Embed effective risk management, considering both opportunities and threats, throughout the organisation

The Company operates within a complex business environment and in an industry that is known for scientific breakthrough and rapid development. Further, the activities of the Company and its potential customers are in a sector which is ultimately heavily regulated, requiring all participants in its value chain to operate with the highest regard to risk management.  

The Board also recognises that effective risk management goes beyond the development of its core products and services and also also includes the risk management in respect to its activities as an AIM quoted Company.  

Risk assessment is a priority for the Board.  The major risk to the business concerns mainly its ability to commercialise its proprietary technology, with a view to generating revenues and profits over time. 

Maintain the Board as a well-functioning, balanced team led by the Chairman

The Board members have a collective responsibility and legal obligation to promote the interests of the Company. 

In the linked table the Board of Directors are summarised:

Brief biographies of each director are set out under the following Principle 6. The Company believes that the skills and experience of each director are of the appropriate mix to provide effective governance and management of the business.

The Board considers the non-executive directors to represent the interests of shareholders at large. The directors have considerable relevant experience to sufficiently question and hold the executive directors to account.  

Each director is required to devote as much time is required to carry out the roles and responsibilities required.

The Board meets regularly throughout the year with all decisions concerning the direction and control of the business made by a quorum of the Board.

Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities

You can read up to date biographies for all the Board on our Leadership page.

Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement

Internal evaluation of the Board, the Audit Committee and Remuneration Committee as well as individual directors is seen as a useful next step for the Company.  The target is to develop a regular review process to monitor the  Board on a number of fronts. It is likely that the review will take the form of peer appraisal, questionnaires and discussions to determine the overall effectiveness of individual directors and the Board as a whole.  Specific consideration will be given to evaluating non-executive directors continued independence.

Promote a corporate culture that is based on ethical values and behaviours

The Board recognises its role in establishing and monitoring not only the strategic direction and risk appetite but also the tone and culture of the organisation. Operating within the space of pharmaceutical development, an ethical approach is essential. As such, the Board places great importance on the serious pursuit of innovation and making effective use of its resources. It applies to the directors as well as all group employees and consultants. It is a key belief of the Company and helps to define its competitive advantage in relation to its peers.

Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board

The Board is responsible for long-term success of the Company.  There is a schedule of matters reserved for the Board that guides the Board’s activities.

An Audit Committee and a Remuneration Committee have been established with formally delegated duties and responsibilities.  The members of both committees are the Non-Executive Directors.

Audit Committee

The Audit Committee determines the engagement of the Company’s auditors and, in consultation with them, the scope of their audit.  The Audit Committee receives and reviews reports from management and the auditors relating to the interim and annual financial statements and the accounting and internal control systems in use by the company.  It has unrestricted access to the auditors.  The Committee has formal terms of reference and meets at least twice a year.

The Board and the Audit Committee review the need for an internal audit function on an annual basis and currently do not consider it to be necessary at this stage in the company’s development.

The Directors acknowledge their responsibilities for the Group’s system of internal financial controls.  The Group’s financial reporting arrangements are designed to provide the Directors with reasonable assurance that problems are identified on a timely basis and dealt with appropriately.

Remuneration Committee

The Remuneration Committee reviews the scale and structure of the Executive Directors’ remuneration and benefits and the terms of their service contracts.  The remuneration of the Non-Executive Directors is determined by the Board as a whole.  

It is the duty of the Committee, inter alia, to determine and agree with the Board the framework or broad policy for the remuneration of the Company’s executive Board members.  The remuneration packages are designed to motivate and retain Executive Directors to ensure the continuing development of the Company and to reward them for enhancing value to shareholders.

Nominations Committee

The directors consider that the Company is not currently of a size to warrant the need for a separate Nominations Committee and any decisions which would usually be taken by the Nomination Committee will be taken by the Remuneration Committee.

Share Dealing Code

The Company has adopted a Share Dealing Code given the importance of having a clear and effective policy that sets out the rules and procedures for share dealings by the Directors and other applicable employees.

Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders

The Board is committed to maintaining good communication with its shareholders and in promoting effective dialogue regarding the Company’s strategic objectives and performance. The Annual General Meeting and any other General Meetings that are held throughout the year are for shareholders to attend and question the Directors on the company’s performance.  

The Board welcomes shareholder engagement.

Shareholders wishing to make contact with the company should please use the email info@4basebio.com.