The Directors are responsible for carrying out the Company’s objectives, implementing its business strategy and overall supervision of the Company’s activities. Future acquisition, divestment and other strategic decisions will all be considered and determined by the Board.
The Board will provide leadership within a framework of prudent and effective controls. The Board will establish the corporate governance framework of the Company and will have overall responsibility for setting the Company’s strategic aims, defining the business plan and strategy and managing the financial and operational resources of the Company.
The Board will schedule quarterly meetings and will hold additional meetings as and when required. The expectation is that this will result in more than four meetings of the Board each year.
In order to implement its business strategy, the Company has adopted the corporate governance structure set out below.
The provisions of the QCA Code that were adopted by the Company on Admission are set out below. This will be reviewed and updated as appropriate.
Seek to understand and meet shareholder needs and expectations
The Company is committed to engaging and communication openly with its shareholders to ensure that its strategy, business model and performance are clearly understood. All Board members have responsibility for shareholder liaison, but queries are primarily delegated to the Company’s Advisors in the first instance or the Company’s Executive Chairman. Contact details for the Company’s advisors are contained on the Company’s Advisers page.
Copies of the annual and interim reports will be made available to all shareholders and copies downloaded from the Company's Corporate Documents page.
Other Company information for shareholders is also available on the website.
The Company also engages with shareholders at its AGM each year which gives investors the opportunity to enter into dialogue with the Board and for the Board to receive feedback and take action if and when necessary. The results of the AGM are subsequently announced via RNS and published on the Company’s website.
Establish a strategy and business model which promote long-term value for shareholders
The Company is seeking to acquire businesses focused on early-stage medical biotechnology, with the aim of generating optimal returns for both the target businesses and our shareholders.
The investment strategy is to provide Shareholders with an attractive total return achieved primarily through capital appreciation. The Directors believe that there are numerous investment opportunities within both private and public businesses in the Medical Biotech sector in United Kingdom, Continental Europe & Australia.
The Board, through its extensive network of contacts, has identified a number of potentially interesting investment opportunities.
Take into account wider stakeholder and social responsibilities and their implications for long-term success
The Board is aware that engaging with Roquefort Investments’ stakeholders strengthens relationships, assists the Board in making better business decisions and ultimately promotes the long-term success of Roquefort Investments plc. The groups stakeholders include shareholders, and other service providers, suppliers, auditors, lenders, regulators, industry bodies and the surrounding communities of where its future investments will be located. The Board as a whole are responsible for reviewing and monitoring the parties contracted to the Company, including their service terms and conditions.
The Board is regularly updated on wider stakeholder views and issues concerning the portfolio both formally at Board meetings and informally through ad hoc updates.
Evaluate board performance based on clear and relevant objectives, seeking continuous improvement
All Board appointments have been made after consultation and detailed due diligence is carried out on all new potential board candidates. The Board will consider using external advisers to review and evaluate the effectiveness of the Board and Directors in future to supplement its own internal evaluation processes.
The Group’s Articles require that all Directors are submitted for election at the AGM following their first appointment to the Board and one third of the Directors are subject to retirement by rotation on an annual basis to refresh the Board, irrespective of performance.
Maintain governance structures and processes that are fit for purpose and support good decision making by the board
A description of each board member and their experience are displayed on the Our Board page. The Board of directors is responsible for the determination of the investment decisions of the Company and for its overall supervision via the investment policy and the objectives that it has set out. The Board is also responsible for the Company’s day to day operations. The Board consists of one executive director and three non-executive directors.
The Board intends to meet formally at least four times each year. At each Board meeting the financial performance of the Company and all other significant matters are reviewed so as to ensure the Directors maintain overall control and supervision of the Company’s affairs.
The Board maintains regular contact with all its service providers and are kept fully informed of investment and financial controls and any other matters that should be brought to the attention of the directors. The Directors also have access where necessary to independent professional advice at the expense of the Company.
Audit and Risk Committee
Given the size of the Company and its operations, the Board has not yet established a separate Audit and Risk Committee. However, upon the completion of a successful Acquisition or an RTO, the Board will move to establish an Audit and Risk Committee with formally delegated duties and responsibilities. The Audit and Risk Committee will be responsible for ensuring the financial performance of the Company is properly reported on and monitored, including reviews of the annual and interim accounts, results announcements, internal control systems and procedures and accounting policies, as well as keeping under review the categorisation, monitoring and overall effectiveness of the Company’s risk assessment and internal control processes.
Given the size of the Company and its operations, the Board has not yet established a separate Remuneration Committee. However, upon the completion of a successful Acquisition or an RTO, the Board will move to establish a Remuneration Committee. The Remuneration Committee will have responsibility for determining, within agreed terms of reference, the Company’s policy on the remuneration of any senior executives.
Given the size of the Company and its operations, the Board has not yet established a separate Nomination Committee. However, upon the completion of a successful Acquisition or an RTO, the Board will move to establish a Nomination Committee. The Nomination Committee will be responsible for reviewing, within the agreed terms of reference, the structure, size and composition of the Board, undertaking succession planning, leading the process for new Board appointments and making recommendations to the Board on all new appointments and re-appointments of existing directors.
Market Abuse Regulations
The Company has adopted a share dealing code that complies with the requirements of the Market Abuse Regulations. All persons discharging management responsibilities (comprising only the Directors at present) shall comply with the share dealing code.