From 9th January 2023, following the Yourgene Health General Meeting, the Board structure was rationalised such that the Board Committees are now comprised as follows:
Mary Tavener is Senior Independent Director (SID) and prior to Mary’s appointment John Brown was the SID
Corporate Governance Statement – For the year ended 31 March 2022
The Board recognises the importance of sound corporate governance and has elected to implement the
Corporate Governance Code for Small and Mid-Size Quoted Companies, as published by the Quoted
Companies Alliance (the QCA Code), to the extent it is considered appropriate in light of the Group’s size,
stage of development, risk profile and resources. The Company is also subject to the UK City Code on
Takeovers and Mergers. Further information on the Group’s governance practices, the business model and
strategy can be found in the Company Overview, Strategic Report and Governance sections in this Annual
Report and Accounts.
This Governance Statement was last reviewed and updated on 28 June 2022.
The Group is currently focused on delivering high-quality genomic services, products and technologies to support a growing international customer base of laboratories and healthcare professionals. The Group provides customers with clinical and research genetic testing services across different fields such as reproductive health, oncology and infectious diseases, from its facilities in the UK and Taiwan. In addition to these genomic services the Group manufactures a range of reagents and instrumentation to support these service offerings and also to enable third parties to offer genomic testing services through their own laboratory and clinical networks. Yourgene has also established a contract development partnership programme for customers, building on our expertise in developing in vitro diagnostic products. In June 2020, Yourgene launched its first infectious disease product which is a COVID-19 diagnostic test, Clarigene™ and at the same time launched an in-house COVID-19 testing service.
The IONA® Test is a CE-IVD marked test for prenatal screening which enables clinical laboratories around the world to establish their own quality assured non-invasive prenatal screening service. In other regions we offer the Sage™ Prenatal Screen which provides a greater clinical depth of data that is reported and allows labs and clinics greater flexibility with the analysis work package. By having these two complementary prenatal screening solutions we meet a wider scope of customer and market needs. The Group continues to expand the range of in vitro diagnostic technologies into different fields as demonstrated by the August 2020 acquisition of Coastal Genomics Inc of Canada (now renamed Yourgene Health Canada Inc), after a series of other acquisitions in recent years.
The board needs to identify the company’s stakeholders and understand their needs, interests and expectations.
Where matters that relate to the company’s impact on society, the communities within which it operates or the environment have the potential to affect the company’s ability to deliver shareholder value over the medium to long-term, then those matters must be integrated into the company’s strategy and business model. Feedback is an essential part of all control mechanisms. Systems need to be in place to solicit, consider and act on feedback from all stakeholder groups.
Family-friendly and flexible employee policies, rigorous health, safety and environmental practices are very important additions to the quality management system in ensuring we manage our stakeholder and social responsibilities appropriately.
The Audit and Risk Committee monitors key risks and is responsible for:
* Reviewing the Company’s external reporting process, including the financial statements, reports and announcements and the accounting policies and judgements that underline them, and making recommendations to the Board before release;
* monitoring the statutory audit of the annual accounts; and
* monitoring of the independence of the external auditors and the establishment of a policy for their use for non-audit work.
The role of the Board
The Directors collectively bring a broad range of business experience to the Board which is considered essential for the effective management of the Company. The Board is responsible for strategic and major operational issues affecting the Company. It reviews financial performance, regulatory compliance, monitors key performance indicators and will consider any matters of significance to the Company, including corporate activity. Certain matters can only be decided by the Board and these are contained in the schedule of matters reserved to the Board. The day-to-day management of the Company’s business is delegated to the Chief Executive Officer and Executive Directors of the Company. During the reporting period to 31st March 2022 the Board held nine meetings and there were two Audit and Risk Committee meetings. All Directors eligible to participate attended all meetings.
The composition of the Board and division of responsibilities
The Board currently consists of a Non-executive Chairman, a Vice Chairman, three further Non-executive Directors, a Chief Executive Officer and four other Executive Directors. The composition of the Board ensures that no single individual or group of individuals is able to dominate the decision-making process. Board composition remains under review going forward to move towards QCA compliance. Details of the individual Directors and their biographies are set out in this Annual Report and Accounts and on the website www.yourgene-health.com
Roles of Chairman and Chief Executive Officer
The roles of the Chairman and the Chief Executive Officer are separate to ensure a clear division of authority and responsibility at the most senior level within the Company.
The board will keep this under consideration and put in place procedures when it is felt appropriate.
Chairman: the Chairman is responsible for the leadership of the Board and ensuring the effective running and management of the Board. He is also responsible for the Board’s oversight of the Company’s affairs, which includes ensuring that the Directors receive accurate, timely and clear information, ensuring the effective contribution of the Non-executive Directors and implementing effective communication with shareholders.
Chief Executive Officer: the Chief Executive Officer is responsible for the day-to-day management and the executive leadership of the business. His other responsibilities include the progress and development of objectives for the Company, managing the Company’s risk exposure, implementing the decisions of the Board and ensuring effective communication with shareholders and regulatory bodies.
Non-executive Directors and independence: Non-executive Directors are required to allocate sufficient time to the Company to discharge their responsibilities effectively. The Board considers the Non-executive Directors to be sufficiently independent to provide appropriate oversight and scrutiny.
Re-election of Directors: in accordance with the Company’s Articles of Association all serving Directors are subject to re-election every three years, and a minimum of one-third of Directors are subject to re-election each year. Newly appointed Directors are re-elected at the first Annual General Meeting after their appointment.
Board meetings and information to the Directors: before each Board meeting the Directors receive, on a timely basis, comprehensive papers and reports on the issues to be discussed at the meeting. In addition to Board papers, Directors are provided with relevant information between meetings. The Board has regular scheduled meetings which occur at least quarterly and often monthly.
Board committees and Senior Independent Director
The Board has three committees, namely the Audit and Risk Committee and a Remuneration Committee. It had identified a Senior Independent Director (SID) until that individual's transition to Chairman in July 2022. Arrangements for new Senior Independent Director are under review.
Audit Committee: the Audit and Risk Committee is chaired by Mary Tavener with Adam Reynolds and Dr John Brown as members. Executive Directors, senior financial management and external auditors are invited to attend when their attendance is helpful to the Committee’s work. The Committee activities are reported to the Board and are described in the latest Annual Report & Accounts.
Nominations Committee: due to the size of the Board and the infrequency of senior appointments the Nominations Committee meets on an ad hoc basis. The Committee has delegated responsibility from the Board for identifying and appointing Executive Directors and is chaired by the Chairman with other Non-executive Directors participating where their particular skills and experience are deemed relevant.
Remuneration Committee: The Committee has delegated responsibility from the Board for developing the remuneration policy of the Company and for setting the remuneration of its Executive Directors and senior managers. Adam Reynolds chairs the Committee which is also attended by Dr John Brown and other Non-executive Directors where their experience and skills are deemed relevant. The Committee’s activities are reported to the Board.
Senior Independent Director: Dr John Brown fulfilled the duties of the Senior Independent Director until his appointment as Chairman on 27 July 2022. His successor is currently under review. The Senior Independent Director provides an alternative contact point for Directors and shareholders for matters where they do not wish to approach the Chairman directly.