Corporate Governance

The Directors of C4X Discovery (“C4XD”) acknowledge the importance of good corporate governance and believe that an efficient, effective and dynamic management framework, accompanied by clear communication will promote confident and trust with all stakeholders.

Board Structure and Committees

The Board comprises three Executive Directors including Clive Dix as Executive Chair, Brad Hoy as Chief Financial Officer and Bhavna Hunjan as Chief Business Officer. They are supported by three Non-Executive Directors, reflecting a blend of different experience and backgrounds. The Board considers that all the Non-Executive Directors bring an independent judgement to Board deliberations.

The Board is responsible for the proper management of the Group and has a formal schedule of matters reserved to it. The Board meets regularly to: set the overall direction and strategy; review scientific, operational and financial performance; consider risk management and the framework of internal controls; and advise on management appointments.

To enable the Board to discharge its duties, all Directors receive appropriate and timely information: briefing papers are distributed to all Directors in advance of Board meetings, supplemented by any information specifically requested by the Directors. Minutes of Board and Committee meetings are circulated to all Board members.

The Group has effective procedures in place to monitor and address conflicts of interests. The Board is aware of the commitments and interests of its Directors, with any changes being highlighted prior to each Board meeting.

Non-Executive Directors receive their fees in the form of a basic cash fee and do not receive any pension payments or other benefits. The current remuneration structure for the Board’s Non-Executive Directors is deemed to be proportionate and was subject to a shareholder consultation process prior to its implementation.

The Board is supported by the Audit, Remuneration and Nomination Committees.

 

Nomination Committee

The Nomination Committee, chaired by Alex Stevenson, oversees the process and will identify and nominate candidates, for the approval of the Board, to fill Board vacancies as and when they arise. Where new Board appointments are considered, the search for candidates is conducted and appointments are made on merit against objective criteria and with due regard for the benefits of diversity on the Board. The Nomination Committee also considers succession planning. The Nomination Committee meets at least twice a year.

 

Remuneration Committee

The Remuneration Committee, chaired by Natalie Walter, reviews the performance of the Executive Directors and determines their terms and conditions of service, including their remuneration and the grant of options, having due regard to the interests of Shareholders. The Remuneration Committee meets at least twice a year.

 

Audit Committee

The Audit Committee, chaired by Simon Harford, normally meets twice a year, and has responsibility for planning and reviewing the annual report and accounts and interim statements involving, where appropriate, the external auditors. The Committee approves the external auditor’s fees and ensures the auditor’s independence as well as focusing on compliance with legal requirements and accounting standards. The ultimate responsibility for reviewing and approving the annual financial statements and interim statements remains with the Board.

 

Risk Management and Control

The Board, supported by the Audit Committee, has overall responsibility for the Group’s system of internal controls, including reviewing the effectiveness of these controls and the processes in place for risk management. These processes and procedures are designed to manage rather than eliminate risk and can therefore only provide a reasonable and not an absolute assurance against material misstatements or losses.

The Audit Committee also ensures that the financial performance of the Group is properly measured and reported on having due regard to the interests of Shareholders. Annual budgets and rolling forecasts are reviewed and approved by the Board, and the Directors receive monthly management accounts and regular management reports which enable them to scrutinise Group and management performance against agreed objectives.

The Executive Directors have a close involvement with all day-to-day operations and meet with staff on a regular basis to identify and review business risks, the controls needed to minimise those risks and the effectiveness of controls in place. Business risks are monitored and updated on a regular basis.

The Group maintains appropriate insurance cover; the insured values and type of cover are comprehensively reviewed on a periodic basis.

C4XD is subject to the UK City Code on Takeovers and Mergers.

 

Corporate Responsibility

The Company aims to communicate regularly with its various stakeholder groups, ensuring that content is clear, fair and accurate. The Chairman talks regularly with the Group’s major shareholders and ensures that their views are communicated fully to the Board. The Company website is regularly updated with announcements or details of presentations and upcoming events.

There is a clear expectation that the Board and senior management teams lead by example and the Company requires all employees to act ethically and responsibly in accordance with the policies and procedures within our employment handbook. The Company has a Whistleblowing Policy to allow staff to raise any concerns in confidence. Additionally, key policies include: Dignity at Work, Equality Diversity and Inclusion, Data Processing, Anti-corruption and Bribery, Bioethics and Social Networking, which highlight the expected behaviours of staff.

C4XD has also developed an ESG policy, with a commitment to deliver exemplary environmental, social and governance performance, providing a foundation for C4XD to deliver long-term, sustainable value creation. Several committees have been formed to support work in this area, including Sustainability, Wellbeing, and Diversity and Inclusion.

C4XD is committed to ensuring the health and safety of its employees in the workplace and has policies and procedures in place to ensure compliance with health, safety and environmental legislation. Additionally, C4XD has a Health and Safety Committee who actively liaise with our laboratory and building managers to ensure learnings are shared and standards are optimised. All employees are positively encouraged to be involved in consultation and communication on health and safety matters that affect their work.

The Board has implemented a structured and rigorous process for the evaluation of its own performance, that of its committees and individual Directors, including the Chair. The performance appraisals assess how effectively the Executive Directors are leading the organisation to deliver results in the short- and longer-term, considering their strategic planning, people management and relationships, financial management, and conduct of business.

 

Company Culture

The Company recognises that having an effective workforce is fundamental to organisational success. For this reason, it is Company policy to recruit the best person for each vacancy; selection is purely merit based against pre-determined job requirements and in full compliance with the Company’s Equality and Dignity at Work policies.

C4XD has adopted a hybrid working arrangement, enabling employees to work remotely at times, benefiting wellbeing and work life balance, but providing office facilities for collaboration, training and interaction.

We recognise that diverse teams achieve greater performance and we look to celebrate and support our differences, so that all our employees can contribute in their own right. All employees are supported through their employment, with regular meetings with Managers, access to training, mentoring and development, and with regular feedback through our appraisal system. Both performance and behaviours contribute to their remuneration and reward package.

The Board is committed to keeping employees as engaged and informed as possible regarding the Company’s performance and wherever possible, seeks their views on matters which affect them as employees. Feedback is gathered via All Staff meetings and employee surveys. The Directors have the opportunity to know every individual, promoting an open and honest culture, so that each employee appreciates the role that they play in the success of the Company.