Compliance With the 2018 UK Corporate Governance Code

The 2018 UK Corporate Governance Code, published by the Financial Reporting Council (the “Code”), sets out the standards of good practice in relation to: board leadership and company purpose; division of responsibilities; composition, succession and evaluation; audit, risk and internal control; and remuneration. The Group has a comprehensive range of policies and procedures in place to ensure that it is well managed, with effective oversight and controls.

The Board is supportive of the standards set by the Code and is committed to high standards of corporate governance. This section describes how the Board has applied the Principles of the Code. Throughout the financial year and up to the date of this report, the Company has complied with the Provisions of the Code with the exception of the following:

Provision 24 – Audit Committee composition

Jerome Lande was appointed as a Non-Executive Director and member of the Audit Committee in March 2021. Mr Lande is a partner of Scopia Capital Management LP (“Scopia”), a significant shareholder of the Company, and consequently is not considered independent under Provision 10 of the Code. Notwithstanding this, and given Mr Lande’s considerable financial and investment experience in the pharmaceutical sector, it was agreed that he would bring significant skills and expertise to the Audit Committee and was therefore appointed a member of the Committee in March 2021. A Relationship Agreement between the Company and Scopia was in place throughout the year to manage conflicts of interest that may arise from Mr Lande’s connection with Scopia. Please refer to page 126 of the 2022 Annual Report for further information on the Relationship Agreement. 

In response to concerns raised by proxy agencies regarding his membership on the Audit Committee, Mr Lande advised the Board that he would step down as a member of the Audit Committee with effect from April 25, 2022.

The Company was therefore not compliant with Provision 24 of the Code between January 1 and April 25, 2022, as Mr Lande, who is not considered independent, was a member of the Committee during this period.