QCA Corporate Governance Principles

The Directors recognise the importance of sound corporate governance. The Company has adopted the QCA code and appropriate disclosures are made on the Company’s website and within our Annual Report and Accounts.  

The QCA code defines 10 principles of corporate governance which Incanthera adheres to as below. Full details of Directors, team, codes, committees and policies can be found on Incanthera's corporate website under Corporate Governance.

Principle 1: Establish a strategy and business model which promote long-term value for shareholders.

The Board aims to express a shared view of the company’s purpose, business model and strategy and how it intends to deliver shareholder value, while protecting the company from unnecessary risk through defined values to secure the future of the Company.

The company’s strategy is to acquire, prepare and commercialise IP assets at the earliest opportunity for licensing, purposefully de-risks the traditional drug/therapeutic development model. This is achieved through the expertise within the team, its access to IP and its commercial and academic relationships, including a 10 year pipeline deal with the ICT at Bradford University, securing first rights to new oncology IP from the ICT.  This strategy is aimed at maximising the return of investment to shareholders, whilst minimising the investment required.

The strategy is reviewed, assessed and revised at annual strategy days and at Board meetings as required. Incanthera’s strategy, business model and progress are communicated through each Annual Report and its corporate website.

Principle 2: Seek to understand and meet shareholder needs and expectations.

Incanthera understands the needs and expectations of all of its shareholder base; institutional, retail, staff and university partners.

The company has a policy of open and transparent communications with its shareholders, encouraging dialogue and feedback directly with the management team and Directors of the Board, alongside regular regulatory newsflow, corporate updates and a clear corporate website. This ensures active disclosure of updates and information, distributing to all shareholders and publicising via regulatory, website and social media platforms. The Company will also engage directly with shareholders at our Annual General Meeting.

Shareholders funds are responsibly deployed with all best endeavours of the management team to progress the business. Incanthera operates a lean and efficient business model to minimise overheads and maximise the opportunities for progression, growth and future return to shareholders.

Principle 3: Take into account wider stakeholder and social responsibilities and their implications for long-term success.

The company actively employs a policy of corporate and social responsibility, ensuring our environmental and corporate activities are considered for the protection and benefit to all.  

Principle 4: Embed effective risk management, considering both opportunities and threats, throughout the organisation.

The company has in place effective risk management protocols, which are followed throughout the organisation, including remuneration and audit committees and processes. The Board is responsible for monitoring the Company’s risks as well as for implementing other systems of control which are deemed necessary. Full Details of Audit and Remuneration committees can be found within the corporate governance section of the company’s website.

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.

Principle 5: Maintain the Board as a well-functioning, balanced team led by the Chair.

The Chair takes responsibility for the composition of the Board and its management team, ensuring an appropriate balance between executive and non-executive directors, maintaining at least two non-executive directors, and supported by the appropriate committees to monitor remuneration and audit for risk control and review, and reports on performance and team composition at each Full Year End Statement.

The Board comprises of three Directors, of which two are executive and one is independent and non-executive, reflecting a blend of different experiences and backgrounds.  Board members are selected for re-election at the appropriate term in their contracts, by Shareholder public vote at the Company’s Annual General Meetings. 

The Corporate Governance section, detailing the Board and management team, and their responsibilities is found within Incanthera’s website and within its Annual Report document.

Principle 6: Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities.

The Board and management team have a collective responsibility to maintain and promote the best interests of the company through employment of responsible individuals with the correct experience and ethic of commitment and dedication to the company, its ethos and management of the funds invested by shareholders.

The management and Board of Incanthera is a dedicated team, with a balanced, complimentary skillset, committed to conducting the business of Incanthera, for the benefit of the company and its shareholders, with consciousness on environmental, economical and social responsibilities,  The Board considers that the team has an appropriate balance of sector, financial and public market skills and experience, as well as an appropriate blend of personal qualities and capabilities.  The team’s individual biographies can be found with in the Annual Report document and on the corporate website.

Individual performance is consistently monitored, specifically as a small team, through the energy, commitment and results of each member to achieve success, growth and a proactive contribution to the group’s success.

Principle 7: Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement.

The Board has the responsibility to regularly review the effectiveness of its performance as a whole, as well as that of its individual team members and committees. Regular reviews identify development needs and a healthy periodic refreshment of roles and Board responsibilities.

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 these alongside corporate actions and oversee the Company’s progress towards its goals.

Principle 8: Promote a corporate culture that is based on ethical values and behaviours.

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.

The policy set by the board is visible in the actions and decisions of the Chief Executive and the rest of the management team. Corporate values guide the objectives and strategy of the company in every aspect of the business.  The corporate culture is recognised throughout the disclosures within the Annual Report, the corporate website and other statements issued by the company.

Principle 9: Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board.

The Investor Relations area of Incanthera’s website includes a Corporate Governance section which describes the composition of the Board and its Committees, together with a brief biography of each Board member.  The Corporate Governance section of the Annual Report also details the composition of the Board and its Committees, and the role of each Committee.The roles and responsibilities of the Chair, Chief Executive Officer and any other Directors who have specific individual responsibilities are outlined in the Corporate Governance section of the Annual Report.

Principle 10: Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders.

The Board is proud to adopt an open and transparent communications policy with all shareholders, to ensure full disclosure across all parties to make informed decisions on the company. 

Appropriate communication and reporting structures are followed in accordance with AQSE listing Rules and the company’s policies. The communication of shareholders’ views to the board, and the shareholders understanding of the circumstances faced by the company are an essential two-way communication, promoting dialogue for the health and success of the company.

Encouraging dialogue and feedback directly with the management team and Directors of the Board, alongside regular regulatory newsflow, corporate updates and a clear corporate website. This ensures active disclosure of updates and information, distributing to all shareholders and publicising via regulatory, website and social media platforms. The Company will also engage directly with shareholders at our Annual General Meeting. The Company also has a dedicated electronic communication line via its website at specifically for shareholders’ enquiries.

Further detail can be found on Incanthera’s corporate website under the heading, Investor Relations and within the Corporate Governance section of the Annual Report.

Historic Annual Reports, results announcements, presentations, results of AGMs and other related materials can be found on the company’s website under Regulatory News and under Reports and Presentations. 

This information was last reviewed on 29 November 2023.