Remuneration Committee
The Remuneration Committee presently comprises four Non-Executive Directors: Dr. Heather Preston (Chair), Mr. Stuart Henderson, Professor Dame Kay Davies and the Company Chair, Dr. Roch Doliveux. The main activities and decisions during 2023 included:
- assessment of 2022 goals and approval of 2023 goals;
- review of Executive Director compensation and Chair of the Board fees, with the Board having reviewed the fees for other NEDs;
- LTIP outturns;
- review and approval of the Directors’ Remuneration Report;
- approval of grant of annual share awards;
- shareholder engagement post the AGM: review of the Remuneration policy and share plan rules and review of wider workforce pay and gender pay gap.
At the Committee’s invitation or request, the Chief Executive Officer and other Directors may be in attendance at the meetings of the Remuneration Committee. The Committee has access to professional advice, both inside and outside the Company as required.
The Chair of the Remuneration Committee is available to discuss matters with shareholders throughout the year.
The Company’s policy on remuneration is to attract, retain and incentivise the best staff in a manner consistent with the goals of corporate governance. In setting the Company’s remuneration policy, the Remuneration Committee considers a number of factors, including the basic salaries and benefits available to Executive Directors of comparable companies.
Download the Remuneration Committee Terms of Reference
Download the 2021 Remuneration Policy
Audit Committee
The Audit Committee comprises of three independent Non-Executive Directors: Mr. Stuart Henderson, Dr. Heather Preston, and Ms. Leone Patterson. All the members have relevant experience across life sciences and biotechnology, which qualified them for membership of the Audit Committee and, in the case of Mr. Henderson, to be Chair of the Audit Committee. In addition, although not a member of the Audit Committee, Namrata Patel attends the Audit Committee at least twice a year in her role as Non-Executive Director responsible for reviewing climate and sustainability reporting.
On behalf of the Board, the Audit Committee oversees the risk management strategy and appetite, the appropriateness and effectiveness of internal control processes, and Corporate Governance Code compliance.
At least annually, the Group Financial Controller, and Director of Financial Controls, presents the Audit Committee with an update on control activity performed during the year, including financial, operational and compliance controls.
The Audit Committee supports the Board in discharging its responsibilities in relation to whistleblowing, ethical behaviour, and the prevention of bribery, fraud, and adherence to modern slavery legislation.
The Group does not currently operate an Internal Audit function, although on an annual basis the Audit Committee considers the need for such a function.
The Audit Committee considers its effectiveness on a stand-alone basis, as a detailed sub-set of the Board effectiveness review. Each year the Audit Committee considers its terms of reference and recommends any changes it deems necessary or beneficial to the Board.
Audit Committee regularly reviews the role of the external auditor and the scope of their audit, and formally met with PwC at two of the four Audit Committee meetings during the year. In addition to these formal meetings, the Chair of the Audit Committee met with the external auditors, during the year, to discuss specific items relevant to the audit and financial statements, thus ensuring a continuous and ongoing dialogue was maintained. The Audit Committee considers the effectiveness of the external auditor on an ongoing basis during the year, considering, among other things, its independence, objectivity, appropriate mindset and professional scepticism, through its own observations and interactions with the external auditor.
The Audit Committee considered the 2023 Annual report and accounts, taken as a whole, and concluded that the disclosures, as well as the processes and controls underlying its production, were appropriate and recommended to the Board that the Annual report and accounts is fair, balanced and understandable while providing the necessary information to assess the Group’s position and performance, business model and strategy.
Download the Audit Committee Terms of Reference
Nomination Committee
The Nomination Committee presently comprises Mr. Stuart Henderson, Dr. Heather Preston, Professor Dame Kay Davies and the Company Chair Dr. Roch Doliveux, who is Chair of the Nomination Committee. The Nomination Committee evaluates the balance of skills, knowledge and experience on the Board and, in the light of this evaluation, determines the role and capabilities required for particular appointments.
Download the Nomination Committee Terms of Reference
The Science and Technology Advisory Committee
The Science and Technology Advisory Committee (STAC) is a committee made up of external advisers, CET members as well as the following Non-Executive Directors: Dr. Michael Hayden, Dr Heather Preston and Professor Dame Kay Davies. The Committee is chaired by Professor Dame Kay Davies. Whilst not a formal Board Committee, the committee reviews and assesses scientific and technology developments in the field of cell and gene therapy and regularly reports to the Board.
Download The Science and Technology Advisory Committee Terms of Reference