Board Structure and Responsibilities.
The Board has overall responsibility for promoting the success of the Group. The Executive Directors have operational responsibility for the management of the Group’s activities on a day to day basis. The Non-Executive Directors are responsible for applying an objective and independent assessment to Board decisions.
DIVISIONS OF RESPONSIBILITIES
There is a clear separation of the roles of Chief Executive Officer and Chairman. The Chairman is responsible for overseeing the running of the Board, ensuring that no individual or group dominates the Board’s decision-making and ensuring the Non-Executive Directors are properly briefed on matters. The Chairman has overall responsibility for corporate governance matters in the Group and chairs the Nominations Committee. The Chief Executive Officer has the responsibility for implementing the strategy of the Board and managing the day-to-day business activities of the Group. The Company Secretary is responsible for ensuring that Board procedures are followed and applicable laws and regulations are complied with.
The Board of Directors has established an Audit and Risk Committee, a Remuneration Committee and a Nominations Committee, and a Research and Development Committee, with formally delegated duties and responsibilities.
Paul Blackburn chairs the Audit and Risk Committee, Dr Anders Ekblom chairs the Remuneration Committee, Dr Peter Fellner chairs the Nomination Committee and Dr Frank Armstrong chairs the Research and Development Committee.
RISK MANAGEMENT AND INTERNAL CONTROLS
The Board is responsible for the systems of risk management and internal control and for reviewing their effectiveness.
The internal controls are designed to manage rather than eliminate risk and provide reasonable but not absolute assurance against material misstatement or loss. These procedures include the preparation of management accounts, forecast variance analysis and other ad-hoc reports. A Financial Procedures Manual sets out accounting procedures, policies and minimum reporting standards.
During 2017, we reviewed our internal controls and whether there was adequate oversight without an internal audit function. Given the current size of the Group and the control systems that are in place we concluded that there is currently sufficient management oversight to highlight any areas of weakness in the financial reporting systems.
During the year the Audit and Risk Committee reviewed and approved the risk framework, agreed the principal risks in the business and reviewed a number of principal risk mitigation plans presented by individual risk owners. A summary of the principal risks facing the Group, as well as mitigating actions, are set out on pages 14 to 16 of the Group’s 2017 Annual Report.
The Board takes seriously the role of embedding a corporate culture across the business that is based on ethical values and behaviours. These values are documented in the written policies adopted by all employees in the Group.
The Mereo Group has adopted an Anti-Bribery and Anti-Corruption Policy in order to ensure compliance with the UK Bribery Act (2010). The Board has appointed a “compliance officer” to oversee compliance with the policy.
The Mereo Group has also adopted the other policies listed below to further ensure compliance with applicable law and the high standards that it sets for its employees, officers and directors.
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