The QCA 10 Principles of Corporate Governance

30 April 2019

The Board of Directors of Mereo BioPharma recognizes the importance of sound corporate governance and has decided to apply the Corporate Governance Code published by the Quoted Companies Alliance (the ”QCA Code”). The QCA Code sets out a standard of minimum best practice for small and midsize quoted companies. The QCA’s ten principles of corporate governance are set out below together with links to the relevant pages of the Group’s 2018 Annual Report and/or of this website.

Principle 1: Establish a strategy and business model which promotes long-term value for shareholders
See pages 8 and 9 and the Corporate Governance Report in the Group’s 2018 Annual Report and the Corporate Governance page on this website

Principle 2: Seek to understand and meet shareholder needs and expectations
See page 31 (Relations with Stakeholders and Shareholders) in the Group’s 2018 Annual Report and the Relationships with Stakeholders and Shareholders page on this website

Principle 3: Take into account wider stakeholder and social responsibilities and their implications for long-term success
See page 31 (Relations with Stakeholders and Shareholders) in the Group’s 2018 Annual Report and the Relationships with Stakeholders and Shareholders page on this website

Principle 4: Embed effective risk management, considering both opportunities and threats, throughout the organisation
See pages 18-21 (Risk Factors in the Strategic Report) in the Group’s 2018 Annual Report and the Board Structure and Responsibilities (Risk Management and Internal Controls) page on this website

Principle 5: Maintain the board as a well-functioning, balanced team led by the chair
See pages 27-31 (the Corporate Governance Report) in the Group’s 2018 Annual Report

Principle 6: Ensure that, between them, the directors have the necessary up-to-date experience, skills and capabilities
See pages 24-25 (Board of Directors) in the Group’s 2018 Annual Report and the Our Board page on this website

Principle 7: Evaluate board performance based on clear and relevant objectives, seeking continuous improvement.
See page 29 (the Corporate Governance Report) in the Group’s 2018 Annual Report

Principle 8: Promote a corporate culture that is based on ethical values and behaviours
See page 27 (the Corporate Governance Report) in the Group’s 2018 Annual Report and the Board Structure and Responsibilities (Corporate Culture) page on this website

Principle 9: Maintain governance structures and processes that are fit for purpose and support good decision making by the board
See pages 27 to 30 (the Corporate Governance Report) in the Group’s 2018 Annual Report and the Board Structure and Responsibilities (Division of Responsibilities) page on this website

Principle 10: Communicate how the company is governed and is performing by maintaining dialogue with shareholders and other relevant stakeholders
See pages 27 to 31 (the Corporate Governance Report) in the Group’s 2018 Annual Report and the Relationships with Stakeholders and Shareholders page on this website

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