Corporate Governance Code
Compliance within AIM Rule 26
Updated 3rd June 2019
Quoted Company Alliance - Corporate Governance Code (2018)
The Board of directors of the Company recognise the importance of sound corporate governance and applies The Quoted Company Alliance Corporate Governance Code (2018) (the ‘QCA Code’), which they believe is the most appropriate recognised governance code for a company with shares admitted to trading on the AIM market of the London Stock Exchange. It is believed that the QCA Code provides the Company with the framework to help ensure that a strong level of governance is maintained, enabling the Company to embed the governance culture that exists within the organisation as part of building a successful and sustainable business for all its stakeholders.
The QCA Code has ten principles of corporate governance that the Company has committed to apply within the foundations of the business. These principles are:
- Establish a strategy and business model which promote long-term value for shareholders;
- Seek to understand and meet shareholder needs and expectations;
- Take into account wider stakeholder and social responsibilities and their implications for long term success;
- Embed effective risk management, considering both opportunities and threats, throughout the organisation;
- Maintain the board as a well-functioning balanced team led by the Chair;
- Ensure that between them the directors have the necessary up to date experience, skills and capabilities;
- Evaluate board performance based on clear and relevant objectives, seeking continuous improvement;
- Promote a corporate culture that is based on ethical values and behaviours;
- Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board; and,
- Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders.
As Chairman of the Company I am acutely aware of the need for an effective and focused Board that leads the business and builds upon its successes. Strong corporate governance helps underpin the foundations of a solid and successful business. The Board is committed to ensuring good corporate governance, from executive level and throughout the operations of the business. Following the revisions to the AIM Rules for Companies in March 2018 pursuant to which all AIM companies are required to comply with a recognised corporate governance code, the decision has been made by the Company that it will adopt the Quoted Company Alliance Corporate Governance Code 2018. The directors believe that the QCA Code is the most appropriate recognised governance code for the Company.
As Chairman it is my duty to ensure that good standards of governance are delivered and fed throughout the organisation. The Board as a whole looks to instill a culture across the Company, delivering strong values and compliant social and corporate responsibilities.
Since Integumen’s admission to trading on AIM, the integration of multiple isolated and diverse business units covering oral-care, cosmetics, wound care and supported by an animal-free laboratory grown human skin testing technology, has overcome many hurdles. The Board are overseeing the strengthening of the Company and have brought onboard an executive team that are working tirelessly to build on the strong foundations of the underlying business units. During 2017 the Board and management’s primary focus was to deliver a cohesive integration that would strengthen the business and secure the ability to move the Company forward. This was not fully achieved and resulted in the Board decision to reduce investment in non-performing assets early in H1 2018.
A strategic review of the different businesses within the Company was undertaken. As a result, the Board is seeking to divest the Company of under-performing assets or those requiring significant funding in order to leave a strong solid core group of business units that have the potential for accelerated sales growth.
Recent new management and Board appointments have altered the business model and strategy. The vision of the business is to focus on growth of product and services sales of the underlying business units through collaboration, cooperation and development of partnerships with other businesses. These are key to build on the successes and strong foundation of the businesses that are core to the restructured Company. Delivery of our business model is underpinned by our core values of:
- Integrity to be consistently open, honest, ethical and genuine.
- Passion and leadership with a commitment to engage and inspire others.
- Courage to be entrepreneurial enough to reach beyond boundaries.
- Acceptance and delegation of responsibility.
- Determination to deliver a proactive customer service
The importance of good governance and working for the benefit of all stakeholders has been at the forefront of the Board. As the Company enters an accelerating commercial phase, building on the early development stages of the past, as Chairman, I will work with the Board to build upon the existing values that are in place and ensure that good corporate governance continues to be present within the organisation and delivered throughout the business, ensuring that we grow with foundations of integrity and strong principles for the benefit of all stakeholders.
Principle One - Business Model
In August 2018, the Board, senior management team and the strategic direction of the Company has changed. The prospects for existing and new shareholders of Integumen are now being built on past successes, and lessons learned by overreaching. The Board is seeking to divest assets that have underperformed due to lack of financial resources since the Company was admitted to AIM, in April 2017.
The Board believes that the business model being implemented by new executive management, pivoting to a strategic collaboration partnership business model will deliver faster access to existing, well established, sales, marketing and distribution channels. While this includes the sharing of costs, it does come with a sharing of revenues, but importantly, increasing overall revenues in the short, medium and long-term. Longer term contract for services, larger distribution and supply agreements diversify the Group from a reliance on monthly or quarterly sales targets, to longer-term recurring annual revenues from the signing of multi-year sales agreements.
The Board is already seeing licensing-in opportunities with Cellulac, and licensing-out technology to third parties for Omega 3 and bioplastic ingredients. The business model for Innovenn has begun moving from the sale of Labskin testing kits to client services as a fully integrated clinical test provider for the skin care, cosmetic, personal hygiene, wound care and pharmaceutical industries. Current clients include small, medium-sized companies as well as Fortune 500 companies.
The new strategy adopted by the new executive management and approved by the Board has been successful in the past for the new management team. While it is not guaranteed, early evidence shows that it is already increasing revenues as can be seen with Innovenn’s Labskin, and orders of Stoer Skin Care products in H2 2018. The Board continues to monitor and support the changes put in place.
Principle Two - Understand and meet shareholder needs and expectations
The Company’s Annual Report and Notice of Annual General Meetings (AGM) are sent to all shareholders and can be downloaded from our website. Copies of these documents for the last 2 years (i.e. since the incorporation of the Company), and the Interim Report and other investor presentations are also available on the Company’s website.
Shareholders are kept up to date via regulatory news flow (“RNS”) on matters of a material substance and regulatory nature. Bi-Annual updates are provided to the Market and any deviations to these updates are announced via RNS.
Our AGM is an annual opportunity for shareholders to meet with the Chairman and other members of the Board, including the Chief Financial Officer (CFO). The meeting is open to all shareholders, giving them the option to ask questions and raise issues during the formal business or more informally following the meeting.
At the AGM, separate resolutions are proposed on each substantial issue. For each proposed resolution, proxy forms are issued which provide voting shareholders with an opportunity to vote in advance of the AGM if they are unable to vote in person. Our registrars, Neville Registrars Limited, Neville House, Steelpark Road, Halesowen B62 8HD, UK, count the proxy votes which are properly recorded, and the results of the AGM are announced through an RNS.
For the last two years, the Board has sought authority from shareholders to allot 10% of the Company’s issued share capital on a non-pre-emptive basis. The directors are aware that this is not in line with the 5% recommended by the Pre-Emption Group’s Statement of Principles as updated in 2015. However, the directors note that a limit of up to 10% of the aggregate nominal amount is not unusual for AIM quoted companies and the directors believe that this level of authority is appropriate in order to allow the Company flexibility to move quickly in order to finance business opportunities which may arise.
The Board is keen to ensure that the voting decisions of shareholders are reviewed and monitored and that approvals sought at the Company’s AGM are as much as possible within the recommended guidelines of the QCA Code.
The Chairman and CEO, where appropriate, respond to shareholder queries directly (whilst maintaining diligence on Market Abuse Regulations restrictions on inside information and within the requirements of the AIM Rules for Companies). Non-deal roadshows are arranged throughout the year to meet with existing shareholders and potential new stakeholders to maintain, as much as possible, transparency and dialogue with the Market. Investor presentations and interviews can be found on the Company’s website.
Shareholders with queries should email investor relations at email@example.com
Principle Three: Wider stakeholder, and social responsibilities - implications for long-term success
Disclosure: Explain how the business model identifies the key resources and relationships on which the business replies. Explain how the company obtains feedback from stakeholders.
Recent new management and Board appointments have altered the business model and strategy. The vision of the business is to focus on the growth of product and services sales of the underlying business units through collaboration, cooperation, and development of partnerships with other businesses. These are key to build on the successes and strong foundation of the businesses that are core to the restructured Company. Delivery of our business model is underpinned by our core values of:
- Integrity to be consistently open, honest, ethical and genuine.
- Passion and leadership with a commitment to engage and inspire others.
- Courage to be entrepreneurial enough to reach beyond boundaries.
- Acceptance and delegation of responsibility.
- A determination to deliver a proactive customer service
We value the feedback we receive from our stakeholders and we take every opportunity to ensure that where possible the wishes of stakeholders are considered. The executive team is a small and dedicated team who work hard to ensure that the values of the Company are an integral part of the business. The Board works closely with the executive team with clear and open communication both within and outside of the boardroom the Company has an open-door policy from the executive team down where employees’ opinions and suggestions are valued and listened to.
Principle Four - Risk Management:
Risk Management Policy:
The Company’s Risk Management Policy is designed to provide the framework to identify, assess, monitor and manage the risks associated with the Company’s business. The Board adopts practices designed to identify significant areas of business risk and to effectively manage those risks in accordance with the Company’s risk profile. The Board is responsible for ensuring that risks, and also opportunities, are identified on a timely basis and that the Company’s objectives and activities are aligned with the risks and opportunities identified by the Board.
The risks involved and the specific uncertainties for the Company continue to be regularly monitored and the full Board of the Company formally reviews such risks at regular Board meetings. All proposals reviewed by the Board include a consideration of the issues and risks of the proposal.
The potential exposures associated with running the Company are managed by the Chief Executive and Executive Management who have significant broad-ranging industry experience, work together as a team and regularly share information on current activities.
Where necessary, the Board draws on the expertise of appropriate external consultants to assist in dealing with or mitigating risk.
The Company’s main areas of risk include:
- Market risk – changes in economic conditions, prices and investor sentiment;
- Political risk – changes in the political situation and regulatory environment in countries in which the Company operates; and;
- Operational risk – associated with continuous disclosure obligations, internal processes, and systems.
Additionally, it is the responsibility of the Board to assess the adequacy of the Company’s internal control systems and that its financial affairs comply with applicable laws and regulations and professional practices. Regular consideration is given to all these matters by the Board.
The Company has in place an internal control framework to assist the Board in identifying, assessing, monitoring and managing risk.
The framework can be described under the following headings:
- Continuous Disclosure/ Financial Reporting
- Operations Review
- Investment Appraisal
The Company’s internal control system is monitored by the Board and assessed regularly to ensure effectiveness and relevance to the Company’s current and future operations. Procedures have been put into place to ensure the CEO and the CFO state in writing to the Board that the integrity of the financial statements is founded on a sound system of risk management and internal compliance and control and that the Company’s risk management and internal compliance and control system is operating efficiently and effectively.
The Company is not currently of a size to justify the formation of a separate risk management committee, the full Board has the responsibility for the risk management of the Company however; the Board will assess the need to form a committee on a regular basis.
Principle Five - Non-Executive Directors
Non-Executive Directors QCA 5: Identify those directors who are considered to be independent; where there are grounds to question the independence of a director, through length of service or otherwise, this must be explained.
Ross Andrews, independent non-executive Chairman, appointed to the Board in April 2017.
Describe the time commitment required from directors (including non-executive directors as well as part-time executive directors).
The executive directors are expected to devote substantially the whole of their time to their duties with the Company. The Chief Executive Officer and Chief Finance Officer have executive directorships with Cellulac plc.
The Company currently has a Commercial License Agency agreement with Cellulac, a company in which Integumen has a 9.35% shareholding, and in which Gerard Brandon and Camillus Glover hold directorships and maintain equity interests. All proposed transactions, or changes to pre-existing arrangements with Cellulac, are assessed by the independent non-executive directors before contractual arrangements are finalised. The non-executives have a lesser time commitment. It is anticipated that each of the non-executives will dedicate 7 days a year.
Include the number of meetings of the board (and any committees) during the year, together with the attendance record of each director.
The Board meets formally five times a year with ad hoc Board meetings as the business demands. There is a strong flow of communication between the directors.
Principle Six: Directors necessary, and up to date experience, skills and capabilities
Principle Six: Ensure that between them the directors have the necessary up to date experience, skills, and capabilities
The Board comprises the Non-Executive Chairman, one non-executive director, and two executive directors, the CEO and CFO. The Board has significant industry, financial, public markets and governance experience, possessing the necessary mix of experience, skills, personal qualities and capabilities to deliver the strategy of the Company for the benefit of the shareholders over the medium to long-term.
The directors are aware that with one non-executive and three Executive Directors of the Board there is a requirement to appoint another Independent Non-Executive Director. The Board is currently looking to fulfill this position and it is hoped that an appointment will be announced in the next couple of months.
Gerard Brandon, as Chief Executive Officer, leads the business and the executive team, ensuring that the objectives set by the Board are delivered. As CEO, Gerard brings a wealth of knowledge and expertise to lead the business forward. Gerard joined Cellulac Limited (Ireland) as its Chief Executive Officer in May 2012 and assumed the same role for Cellulac plc in October 2013. In 1996 he became founder and CEO of Alltracel Pharmaceuticals PLC, where he built a team that oversaw numerous patents granted on refined cellulose. Alltracel was admitted to trading on AIM in 2001. In 2004, he was appointed as a Managing Partner for Farmabrand Private Equity. In 2009, he was appointed as an Executive Consultant to Eplixo Limited. He is a Fellow of the Ryan Academy of Entrepreneurs in Dublin.
Camillus Glover, as executive director, CFO and COO, brings a wealth of knowledge and expertise to his role. Camillus joined Cellulac Limited (Ireland) as Chief Financial Officer in May 2012 and assumed the same role for Cellulac plc in October 2013. Camillus qualified as a Chartered Accountant with KPMG Dublin in 1985. He became a director of Greenore Shipping Chartering Agency Ltd in 1986 and then Irish Shipping & Transport Ltd in 1990. In 1991, he was appointed as the financial controller to Anord Electric Controls Ltd and SSP Ireland Ltd in 1994. From 1999 until 2001, he was General Manager and Operations Director for the Campbell Bewley Group. From 2001 to 2003, he worked as a management consultant, focusing on assisting smaller businesses. In 2003, he joined Alltracel as Commercial Director and was appointed Chief Operations Officer in 2005 until it was acquired in 2008. During this time, he was CEO of Nanopeutics sro (CZ) a joint venture company between Alltracel Pharmaceuticals PLC and Elmarco sro. Between 2009 and 2012, he was VP of Global Business Development for Hemcon Medical Technologies. He is a member of the Institute of Chartered Accountants Ireland.
Ross Andrews, is the non-executive Chairman, is a highly experienced corporate adviser with 30 years’ experience advising companies and management teams on public market transactions, largely in the UK but also in Europe, Australia and Asia. He has worked with large corporates as well as numerous small, growing companies, providing advice on a range of equity capital matters, including IPOs, fund raisings, strategy, acquisitions, corporate governance and shareholder matters. Ross was a director and shareholder of Zeus Capital Limited until July 2015 when he formed RMA Consultancy Limited to undertake non-executive appointments or consultancy and project management roles within companies undergoing management change, external investment rounds or seeking a liquidity event through IPO or other exit.
The Board is kept abreast of developments of governance and AIM regulations. The Company’s lawyers provide updates on relevant legal and governance issues, management circulates their regular ‘Boardroom Briefing’ to the Board, the Company’s NOMAD provides annual Board AIM Rules refresher training as well as the initial training as part of a new director’s onboarding.
The directors have access to the Company’s NOMAD, company secretary, lawyers and auditors as and when required and are able to obtain advice from other external bodies when necessary.
The Company is mindful of the issue of gender balance although Board appointments are made with the primary aim of ensuring that the candidate offers the required skills, knowledge and experience.
Identify each Director QCA 6
Principle Seven: Board performance, clear and relevant objectives, seeking continuous improvement
Disclosure: A description of the Board performance evaluation process.
The directors consider seriously the effectiveness of the Board, Committees and individual performance.
The Board meets formally five times a year with ad hoc Board meetings as the business demands. There is a strong flow of communication between the directors. The Agenda is set with the consultation of the CEO, CFO, and Non-Executive Chairman, with consideration being given to both standing Agenda items and the strategic and operational needs of the business. Papers are circulated well in advance of the meetings, giving directors ample time to review the documentation and enabling an effective meeting. Resulting actions are tracked for appropriate delivery and follow up.
The current non-executive directors were appointed ahead of the AIM Admission in 2017. The composition of the Board continues to be monitored, in particular, the balance of executive and non-executive directors.
The Board entered 2018 looking forward to building further on the governance structure already in place. On-going review of the functioning of the Board and ensuring that the highest level of governance is maintained whilst being mindful of the size and stage of development of the Company. The Board consists of directors with multiple years of experience on public company Boards.
The directors have a wide knowledge of the business and requirements of directors’ fiduciary duties. The directors have access to the Company’s NOMAD and auditors as and when required. They are also able, at the Company’s expense, to obtain advice from external bodies if required. The Board as a whole is mindful of the need for considering succession planning.
Board Performance QCA 7
Since the Company’s admission to trading on AIM in April 2017, the Board has overseen the integration of multiple isolated and diverse business units covering oral-care, cosmetics, wound care and supported by an animal-free laboratory-grown human skin testing technology. While the Company has overcome many hurdles, funding of £2.25 million, plus a further £500,000 raised in January 2018, has been insufficient to achieve the cohesive integration of all business units within the enlarged Group in a timely fashion to allow sales targets to be met. In 2017 and early in 2018, the Board had maintained an ongoing assessment of the risks involved and made strategic decisions based on the reports that were provided by management.
Under the direction of the Board, management was successful in cutting costs and achieving efficiencies on every level. Whilst this hindered sales and marketing expenditure, it did not curb the advances of Innovenn’s Labskin business development to move from single product sales into a full-service provider of animal-free skin testing to multi-national skin care companies.
The Board has not undertaken any formal training during the year. This will continue to be monitored.
Principle Eight: Promote a corporate culture that is based on ethical values and behaviours
Disclosure: how the Board ensures that the Company has the means to determine ethical values and behaviours
The directors are committed to ethical values and behaviours across the Board and the Company as a whole. The directors are mindful of the industries that the business operates in and takes all issues of ethical behaviours seriously. These behaviours are instilled throughout the organisation. The importance of delivering success in a safe environment is not undermined.
Issues of bribery and corruption are taken seriously, The Company has a zero-tolerance approach to bribery and corruption and has an anti-bribery and corruption policy in place to protect the Company, its employees and those third parties to which the business engages with. The policy is provided to staff upon joining the business and training is provided to ensure that all employees within the business are aware of the importance of preventing bribery and corruption. Each employee is required to sign an agreement to confirm that they will comply with the policies. Annually staff are provided with refresher courses to ensure that the issues of bribery and corruption remain at the forefront of people’s mind. There are strong financial controls across the business to ensure ongoing monitoring and early detection.
Company’s objectives, strategy and business model QCA 8
Refer to Chairman’s Corporate Governance Statement and Principle’s 3 and 8 above
Principle Nine – Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board
Disclosure: Roles and responsibilities of the non-executive Chair, CEO and other directors with commitments. Describe the roles of the Committees
The Board retains ultimate accountability for good governance and is responsible for monitoring the activities of the executive team. No one individual director has unfettered powers of decision.
Tony Richardson, the Non-Executive Chairman has the responsibility for ensuring that the Board discharges its responsibilities and is also responsible for facilitating full and constructive contributions from each member of the Board in determination of the Group’s strategy and overall commercial objectives. Gerard Brandon engages with shareholders and other stakeholder groups to ensure a strong relationship between them and the Company.
Camillus Glover, CFO and COO, works closely with the Non-Executive Chairman. Camillus is accountable to the Board for the financial performance of the business.
Ross Andrews chairs the Remuneration Committee and is a member of the Audit Committee.
Tony Richardson chairs the Audit Committee and is also a member of the Remuneration Committee.
The Audit Committee meets at least twice a year. The Committee assists with the Board’s oversight of the integrity of the financial reporting and the independence and performance of the Company’s Auditor.
The Remuneration Committee meets twice a year to consider all material elements of remuneration, including the executive director’s remuneration and performance.
The Company does not have a separate HSE Committee but HSE is of the utmost importance to the business and an HSE report is presented and discussed in detail at every Board meeting. The chief operating officer attends the Board meeting to present his report.
All Board Committees report back to the Board following a Committee meeting.
The Board retains full and effective control over the Company and holds regular meetings at which financial, operational and other reports are considered and where appropriate voted upon. The Board is responsible for the Group’s strategy and key financial and compliance issues.
There are certain matters that are reserved for the Board, they include:
- Approval of the Group’s strategic aims and objectives;
- Approval of the Group’s annual operating and capital expenditure budgets and any material changes to them;
- Review of Group performance and ensuring that any necessary corrective action is taken;
- Extension on the Group’s activities into new business or geographical areas;
- Any decision to cease to operate all or any part of the Group’s business;
- Major changes to the Group’s corporate structure and management and control structure;
- Any changes to the Company’s listing;
- Changes to governance and key business policies;
- Ensuring maintenance of a sound system of internal control and risk management;
- Approval of half yearly and annual report and accounts and preliminary announcements of final year results;
- Reviewing material contracts and contracts not in the ordinary course of business.
Principle Ten - Communicate Company governance and performance with shareholders and other relevant stakeholders
Disclosure: Outcomes of votes cast by shareholders to be disclosed in a clear and transparent manner. If a significant number of votes were cast against a resolution put to a general meeting (20%) explain the reasons behind the votes cast.
If a significant proportion of votes was ever cast against a resolution, the Company would, on a timely basis, provide an explanation of what actions it intends to take to understand the reasons behind that vote result, and, where appropriate, any different action it has taken, or will take, as a result of the vote.
Board Committees undertaken during the year QCA 10:
- Audit Report published on page 11 of the 2017 Annual Report
- Remuneration Committee Report was published on page 12 of the 2017 Annual Report
- Nomination Committee (No Nomination Report was published in 2017 Annual report)
- Integumen PLC Annual Report 2017 – download pdf version.
External Advice and Advisors in 2017
The Board engaged external advisors including lawyers, accountants, Nominated Advisor, and Brokers in accordance with fundraising and normal legal and financial processes with being an AIM-quoted company.
Internal Advisory Responsibilities
Audit and Risk Committee
Audit Report published on page 11 of 2017 Annual Report
This comprises Ross Andrews as Chairman and Camillus Glover as the other member of the committee. Ross Andrews is the Company Chairman and has recent and relevant finance experience. The principal duties of the committee are to review the half-yearly and annual financial statements before their submission to the Board and to consider any matters raised by the auditors. The Committee also reviews the independence and objectivity of the auditors. The terms of reference of the Committee reflect current best practice, including authority to:
- Recommend the appointment, re-appointment and removal of the external auditors;
- Ensure the objectivity and independence of the auditors including occasions when non-audit services are provided; and
- Ensure appropriate ‘whistle-blowing’ arrangements are in place.
The Chairman may seek information from any employee of the Group and obtain external professional advice at the expense of the Company if considered necessary. Due to the relatively low number of personnel employed within the Group, the nature of the business and the current control and review systems in place, the Board has decided not to establish a separate internal audit department.
Remuneration Committee Report was published on page 12 of the 2017 Annual Report
The Company has established a formal and transparent procedure for developing policy on executive remuneration and for fixing the remuneration packages of individual Directors. No Director is involved in deciding his own remuneration.
This committee comprises Ross Andrews as Chairman and Gerard Brandon as the other member of the committee. The committee considers the employment and performance of individual executive Directors and determines their terms of service and remuneration. It also has authority to grant options under the Company’s Executive Share Option Scheme. The Committee intends to meet at least twice a year.
No Nomination Report was published in the 2017 Annual Report
The Nomination Committee comprises Ross Andrews as Chairman and Gerard Brandon as the other member of the committee. It identifies and nominates for the approval of the Board, candidates to fill Board vacancies as and when they arise. The Nomination Committee intends to meet at least twice a year.