Good corporate governance is a central element of the successful growth and development of the Company. The Board and its Committees play a key role in the Company’s governance by seeking to ensure that an effective system of internal controls and risk management procedures is in place.
This section of the website describes our corporate governance structures and processes. More information is available in the Corporate Governance Report from page 28 of the Group’s 2020 Annual Report.
Division of 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.
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 also has overall responsibility for corporate governance matters in the Group. 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, a Nominations Committee and a Research and Development Committee, with formally delegated duties and responsibilities.
Dr Pakianathan chairs the Audit and Risk Committee, Mr Bains chairs the Remuneration Committee, the Chairman Dr Fellner chairs the Nomination Committee and Dr Ekblom chairs the Research and Development Committee.
Risk Management and Internal Controls
The Board is responsible for ensuring systems of risk management and internal control are appropriate and holds ultimate responsibility 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.
Following the listing on the Nasdaq Global Market in April 2019, the Group is required for the year ended December 31, 2020, to adhere to Section 404(a) of the Sarbanes-Oxley Act of 2002 as amended (the “Sarbanes-Oxley Act”) which requires management to assess and report annually on internal control over financial reporting. The Group’s annual report on Form 20-F for the year-ended December 31, 2020 filed with the U.S. Securities and Exchange Commission on March 31, 2021 included that required management assessment and report. As an Emerging Growth Company ("EGC"), as defined in the Jumpstart Our Business Start-Ups Act of 2012, our independent external auditor is not required to provide a report on and attestation to management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act. This exemption will be lost either when the Group fails to qualify as an EGC, or at the conclusion of the financial year ended December 31, 2024, whichever occurs earlier.
The Board recognizes that a healthy corporate culture is important to the Group’s business purpose and strategy. The Executive Ofﬁcers of Mereo have a key role in establishing the key elements of our culture and the behaviours we expect to see.
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 and reflected in written policies, which further ensure compliance with applicable law and the high standards the Group sets for its employees, officers and directors.
Information on the audit and risk committee, remuneration committee, nomination committee and R&D committee
|MEMBER||AUDIT AND RISK COMMITTEE||REMUNERATION COMMITTEE||NOMINATION AND CORPORATE GOVERNANCE COMMITTEE||RESEARCH AND DEVELOPMENT COMMITTEE|
|Dr. Peter Fellner||C|
|Dr. Pierre Jacquet||M|
|Dr. Jeremy Bender||M||M|
|Dr. Anders Ekblom||M||M||C|
|Dr. Deepa Pakianathan||C||M|
|Dr. Brian Schwartz||M||M|
C Chairperson M Member
Audit and Risk Committee
The Audit and Risk Committee meets at least three times a year to coincide with the reporting and audit cycle. The Committee’s responsibilities include monitoring the financial integrity of the financial statements of the Mereo Group, communication with the Group’s auditor, reviewing the effectiveness of Mereo Group’s internal control systems and risk management systems and overseeing the process for managing risks across the Mereo Group. The Audit and Risk Committee will meet at least once per year with the Group’s independent accountant without the Mereo Group’s senior management being present. The Audit and Risk Committee focuses in particular on compliance with legal requirements, accounting standards and the rules of the SEC and ensuring that an effective system of internal financial control is maintained. The ultimate responsibility for reviewing and approving the annual report and accounts and the half-yearly reports, remains with the Board of Directors of Mereo BioPharma.
The Remuneration Committee meets at least twice a year and has responsibility for the determination of specific remuneration packages for the executive directors and other senior management of the Mereo Group. This includes bonuses, pension rights and any other compensation payments and the implementation of share option, or other performance related, schemes.
Download the Mereo BioPharma Group plc Remuneration Committee Terms of Reference
Nomination and Corporate Governance Committee
The Nomination Committee meets at least twice a year and is responsible for considering and making recommendations to the Board in respect of appointments to the Board. It is also responsible for keeping the structure, size and composition of the Board under regular review, and for making recommendations to the Board with regard to any changes necessary. The Nomination and Corporate Governance Committee also considers succession planning and composition of the Board committees.
Research and Development Committee
The Research and Development Committee meets at least twice a year and provides oversight of the research and development activities of the Company. This includes overseeing strategic development plans for products in the Company’s portfolio and providing input to the acquisition of new products. The Committee is also tasked with keeping up-to-date with the competitive landscape that may affect the Company’s research and development and commercial activities, and providing guidance and making recommendations to the Board in respect of such activities.
Board Diversity Matrix
|MEREO BIOPHARMA BOARD DIVERSITY MATRIX (AS OF APRIL 29, 2022)|
|Country of Principal Executive Offices||United Kingdom|
|Foreign Private Issuer||Yes|
|Total Number Directors||9|
|Part I: Gender Identity|
|Female||Male||Non-Binary||Did Not Disclose Gender Identity|
|Part II: Demographic Background|
|Underrepresented Individual in Home Country||1|
|Did Not Wish to Disclose||3|
Corporate Social Responsibility
The Board recognizes the importance of social, environmental and ethical matters and it endeavours to consider the differing interests of the Group’s stakeholders, including its investors, employees, suppliers and business partners, when operating its business.
The Group has a comprehensive range of policies and systems to ensure that the Group is well-managed, with effective oversight and control.
- Articles of Association
- Anti-Bribery and Anti-Corruption Policy
- Code of Business Conduct and Ethics
- Insider Trading Policy
- Policies and Procedures for Complaints Regarding Accounting, Internal Accounting Controls, Fraud or Auditing Matters
- Related Person Transaction Policy and Procedures
- Whistleblowing Policy
Transparency - Support For Patients' Organizations & Their Activities
Patients’ organizations play a key role in supporting work to improve diagnosis, treatment and care for many therapeutic areas where pharmaceutical companies may be active. This is particularly important in the field of rare diseases, where expertise is rare and where patients may often be the experts in their own or their family’s disease or condition.
In most cases, patient representative organizations rely on support from external sources, including from pharmaceutical and biotech companies.
Mereo respects the legitimate role played by patient organizations in improving health outcomes for people with rare diseases and is actively engaged in supporting efforts by this expert community.
As part of our commitment to create sustainable value to patients, shareholders and to the community, Mereo also supports transparency initiatives, including transparency in our interactions with and support for patient organizations and their activities.
In order to secure future collaboration and to increase public awareness, we are committed to making our support – both financial and in-kind – to patients’ organizations, and to their related scientific meetings, publicly available on an annual basis.
- Transparency Disclosure - Support to Healthacre Professionals 2021
- Transparency Disclosure - Support for Patients' Groups 2021
- Recording and promotion of the event Online Info Meeting About Alpha-1 Antitrypsin
- The IMPACT Survey (Living with Osteogenesis IMPerfecta: understAnding experiences based on Community InsighT & evidence)
- Transparency Disclosure 2020
- Support for Patients’ Groups 2019
- Support for Healthcare Professionals 2019
- Support for Patients’ Groups and Scientific Meetings 2018
The Impact Survey (Living with Osteogenesis Imperfecta: Understanding Experiences Based On Community Insight & Evidence)
Mereo is financially supporting the development and delivery of the IMPACT Survey, a joint initiative with the Osteogenesis Imperfecta Foundation (OIF) and the Osteogenesis Imperfecta Federation Europe (OIFE) to capture and quantify the impact of OI on people’s lives and on national healthcare systems. The survey is made financially possible by a full sponsorship from Mereo to the third-party scientific agency conducting the work. The content of the project is overseen by a Steering Committee comprising representatives from both OIF and OIFE, specialised physicians treating adults and children affected by OI, as well as representatives from Mereo. The Steering Committee will be responsible for development of the survey, analysis and reporting of the primary results. A Data Management Committee, on which Mereo has no representation, will be responsible for management of the data long-term and for securing that any requests for use of the anonymised data are in the best interests of the OI community.
Online infomøde om Alfa-1-antitrypsin
On Wednesday 27th of October 2021 at 14.00 PM, Alfa-1 Danmark will arrange the event “Online info meeting about Alpha-1 antitrypsin” with Doctor Torgny Wilcke. The event will last around 30 minutes and will include a presentation about Alpha-1-Antirypsin Deficiency from Torgny Wilcke as well as a chance for the participants to ask Torgny Wilcke questions about the diagnosis. Alfa-1 Danmark has applied for financial support from Mereo to arrange, record, livestream, and market the event on Facebook and Alfa-1 Danmark’s website. The purpose of the event is to raise awareness of Alpha-1-Antirypsin Deficiency and to encourage people, who may be at risk, to get tested.