Corporate Governance

The Board of Directors recognises the importance of sound corporate governance. The company complies with the main provisions of the UK Corporate Governance Code, as far as is practicable and appropriate for a public company of its size to do so. ImmuPharma also uses the QCA’s Corporate Governance Guidelines for Smaller Quoted Companies as a basis from which to describe its corporate governance practices. Immupharma is also subject to the provisions of the UK City Code on Takeovers and Mergers.

The Board considers the two non-executive directors to be independent and to represent the interests of shareholders. Both independent directors have considerable relevant experience to sufficiently question and hold the executive directors to account.

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.

The principal control mechanisms agreed by the Board are the Medium Term Business Plan and the Annual Budget for expenditure. These items are discussed by the Board on a regular basis.

Risk assessment is a priority for the Board. The major risks to the business are laid out in detail in the company’s Annual Report. They concern mainly the control and timely progress of clinical trials and the obtaining of regulatory approval and profitable agreements with other parties, with adequate financial resources to achieve these objectives.

Although the Company’s Articles of Association do not require Directors to submit themselves for re-election every three years, the Board has resolved to adopt this principle and appropriate resolutions will be placed before shareholders at future Annual General Meetings.

The Board seeks to promote efficient and effective shareholder communication. The Company meets with its institutional shareholders and analysts as appropriate and holds its Annual General Meeting to facilitate communication with shareholders. Information is further provided in the form of the Annual Report and Accounts, the Interim Statement and this website.

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.

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 is supported by the Company Secretary, Tracy Weimar, who is not a Board Director.