Corporate Governance Report

The Board comprises of four Directors, of which two are executive and one is independent and non-executive, reflecting a blend of different experiences and backgrounds.

The Directors are responsible for formulating, reviewing and approving the Company’s strategy, budget and major items of capital expenditure. The Board meets on a monthly basis to review, formulate and approve the Company’s strategy, budgets and corporate actions and oversee the Company’s progress towards its goals.

The Board is also responsible for monitoring the Company’s risks as well as for implementing other systems of control which are deemed necessary.

The Directors have established an Audit Committee and a Remuneration Committee, each with formally delegated rules and responsibilities. These Committees meet at least twice yearly.

The Audit Committee determines and examines matters relating to the financial affairs of the Company, including the terms of engagement of the Company’s auditors and, in consultation with the auditors, the scope of the audit. It receives and reviews reports from management and the Company’s auditors relating to the half-yearly and annual accounts and systems of accounting and internal control in use throughout the Company.

The Remuneration Committee reviews and makes recommendations in respect of the Directors’ remuneration and benefits packages and that of senior employees, including share options and the terms of their appointment. The Remuneration Committee also makes recommendations to the Board concerning the allocation of share options to employees.

Incanthera plc has adopted and operates a share dealing code governing the share dealings of the directors of the Company and applicable employees with a view to ensuring compliance with the AQSE Growth Market Rules.

The Company adopts an open and transparent communications policy, seeking opportunities to engage and update Shareholders. The Company’s Annual General Meeting will form the principal forum for dialogue with shareholders. Updates on the progress of the business are regularly published on the Group’s website. The Company also has a dedicated electronic communication line via its website at www.incanthera.com specifically for shareholders’ enquiries.

The Company understands that its impact reaches beyond that of its core business and into the environment and society in which it operates. With integrity at the heart of our corporate social goals our aim is to make a lasting positive contribution to all our stakeholders.

The Company seeks to protect the interests of stakeholders in the Company through its policies, combined with ethical and transparent business operations.

Incanthera plc is sensitive to the environment in which it operates and seeks to ensure environmental standards are complied with.

Incanthera plc is committed to social and morally responsible research, development and manufacturing processes for the benefit of all stakeholders. The activities of the Company are in line with applicable laws on human rights.

Incanthera plc adopts a policy of ensuring that all associated persons, including employees and those acting on the Company’s behalf, do not facilitate tax evasion.

Our employees are key to achieving the business objectives of the Company. The Company has established policies for recruitment, diversity and equal opportunities, training and development.

Our priority is to provide a working environment in which our employees can develop to achieve their full potential and have opportunities for both professional and personal development. We aim to invest time and resource to support, engage and motivate our employees to feel valued, to be able to develop rewarding careers and want to stay with us. The Company embraces employee participation in issue raising and resolution through regular update sessions that value contributions from all levels regardless of position in the business.

The Board of Directors actively encourage communication with shareholders and they seek to protect the interest of shareholders at all times. The Company updates shareholders regularly through regulatory news and financial reports. The Company will also engage directly with shareholders at our Annual General Meeting.

Company activities are carried out in accordance with its Health and Safety Policy which adheres to all applicable laws.