The Board recognises that a high level of corporate governance is critical to ensuring the promotion of the Company’s long-term sustainable success.
The Company is a closed-ended investment company, and has appointed its subsidiary SIML as Investment Manager. The Board’s role includes determining and monitoring the Company’s investment policy and strategic objectives, and overseeing the Investment Manager’s execution of the strategy to ensure the delivery of the Company’s long-term sustainable growth.
Further information on our approach to Corporate governance can be found in the Corporate governance report in the latest full year Annual Report and Accounts.
Division of responsibilities
- Seeks to ensure the long-term sustainable success of the Company.
- Sets purpose, strategy and values and seeks to ensure the culture of the business is aligned.
- Recommends the investment policy to shareholders.
- Oversees and supports the Investment Manager in its execution of the investment strategy to ensure that it continues to promote the long-term sustainable success of the Company.
- Reviews portfolio performance considering the investment policy and strategic objectives.
- Approves transactions with significant value or involving borrowing.
- Robustly assesses the principal risks facing the Company and its risk appetite and defines the risk management process.
- Ensures appropriate engagement with shareholders and other stakeholders.
- Sets the Sustainability Policy for the business.
- Chair the Board and general meetings of the Company, including setting the agenda of such meetings, ensuring that adequate time is allowed for discussion of all agenda items and that complex or contentious issues are effectively dealt with and that the Board receives accurate, timely and clear information.
- Lead the Board and be responsible for its overall effectiveness in directing the company in conformity, promoting the highest standards of integrity, probity and corporate governance throughout the Company and particularly at Board level.
- Promote a culture of openness and debate, facilitate the effective contribution of all of the directors of the Company, acting as a sounding board for, and more broadly support and advise, the senior members of the management team, particularly on proposals on strategy.
- Ensure that the performance of the Board, its committees and individual directors is evaluated at least once a year and regularly review and agree with each director their training and development needs and address the development needs of the Board as a whole.
- Regularly consider succession planning and the composition of the Board.
- Ensure effective communication with shareholders of the Company and that all directors are made aware of the major shareholders' issues and concerns.
- Lead all governance matters to ensure they are conducted in accordance with best practice.
- Work closely with the Chair, acting as a sounding board, providing advice and support in the delivery of their objectives.
- Act as an intermediary for the other directors, being available for confidential discussions to address concerns that cannot be raised in an open forum or with the Chair directly, and calling meetings of the other directors (without the Chair) if they consider it necessary.
- Lead the process for the evaluation of the performance of the Chair taking into account the views of the other directors and ensure that meetings with the directors are held at least annually, without the Chair present, to appraise the Chair's performance.
- Lead the planning for the orderly succession of the Chair’s role and chair the Nomination Committee when it is considering an orderly succession process for the Chair's role.
- Considering, and approving on behalf of the Board, any potential outside interests of the Chair.
- Act as an alternative contact for shareholders of the Company if they have reason for concern that contact through the normal channels of Chair has failed to resolve or for which such contact is inappropriate.
- Attend sufficient meetings with major shareholders to obtain a balanced understanding of their issues and concerns.
- Manages the Company’s investment portfolio in line with the investment policy and the long-term sustainable success of the Company.
- Ensures the culture of the business is in accordance with the purpose, strategy and values approved by the Board.
- Ensures appropriate resources are available to manage the investment portfolio and support the Syncona business.
- Reports to the Board on portfolio performance.
- Monitors the risks and reports to the Board making recommendations in relation to risk appetite.
- Implements the risk and control processes and reports on these to the Board.
- Engages with stakeholders in line with the approach agreed by the Board.
- Implements the Syncona Sustainability Policy.
- Ensuring compliance with regulatory obligations of an investment manager.