Board Composition
The Board comprises eight directors; two Executive Directors, an Executive Chairman, Senior Independent Director and four further Non-Executive Directors.
The Board is responsible for the long-term success of the Group, overseeing the development and delivery of strategy and conduct of the business, to generate sustainable value for shareholders. Eight Board meetings are scheduled each year, alongside dedicated strategy days, and additional meetings are held as and when required.
Board Committees
The Company has established committees as follows:
The Nomination Committee comprises:
- Chair: Peter George
- Members: Kevin Quinn, Susan Searle
- Secretary: Jennifer Haddouk
Other Non-Executive and Executive Directors may be invited to attend meetings as appropriate.
Nomination Committee’s Terms of Reference
Nomination Committee Report
The Audit Committee has the primary responsibility of monitoring the quality of internal controls and ensuring that the financial performance of the Group is properly measured and reported on. Its remit includes reviewing reports from the Group’s management and external auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group. The Committee and has unrestricted access to the Group’s external auditors.
The Audit Committee comprises:
- Chairman: Kevin Quinn
- Members: Susan Searle, Yngve Myhre
- Secretary: Jennifer Haddouk
Other Non-executive Directors, the Group Financial Controller, and the Company’s auditors are invited to attend meetings as appropriate.
Frequency of meetings:
The Audit Committee is required to meet not less than twice in each financial year, and usually meets at least three times per year.
Responsibilities:
The main responsibilities of the Audit Committee are:
- To review accounting policies and the integrity and content of the financial statements.
- To monitor disclosure controls and procedures and the Group’s internal controls.
- To monitor the integrity of the financial statements of the Group, and to assist the Board in ensuring that the Annual Report and Accounts when taken as a whole, are fair, balanced and understandable.
- To consider the adequacy and scope of the external audits.
- To monitor the objectivity, independence and effectiveness of the external auditor, including the scope and expenditure on non-audit work.
- To review and approve the statements to be included in the Annual Report on internal control and risk management.
- To review and report on the significant issues considered in relation to the financial statements and how they are addressed.
The key objectives of the Remuneration Committee are to develop the Company’s policy on executive remuneration and to fix the remuneration of the Executive Directors, Chairman of the Board and senior management.
The Remuneration Committee comprises:
- Chairman: Susan Searle
- Members: Peter George, Kevin Quinn
- Secretary: Jennifer Haddouk
Other Non-executive and Executive Directors may be invited to attend meetings as appropriate.
Frequency of meetings:
The Remuneration Committee meets at least twice per year and otherwise if required.
Responsibilities:
The main responsibilities of the Remuneration Committee are:
- To monitor and develop the Company’s remuneration policy.
- To determine the remuneration of the Executive Directors.
- To approve the service agreements of the Executive Directors.
- To approve the remuneration of the senior managers.
- To determine the fees of the Chairman.
- To review the Company’s annual bonus proposals and to approve bonuses for the Executive Directors and senior managers.
- To approve the design of and oversea awards under the Company’s share incentive plans.
- To consider risks to the Group in light of the remuneration policies.
In exercising this role, the Remuneration Committee has regard to the recommendations put forward in the UK Corporate Governance Code.
The key objectives of the Sustainability Committee are to ensure that the Company’s strategy and operations are carried out in accordance with our sustainability programme, focusing on care for the environment, people and animals whilst maintaining economic stability. Its work aligns with major frameworks including the London Stock Exchange Guidance for Environmental, Social and Governance reporting and the UN Sustainable Development Goals.
The Sustainability Committee comprises:
- Chair: Kevin Quinn
- Members: Ivonne Cantu, Trond Williksen
- Secretary: Jennifer Haddouk
Other Non-executive and Executive Directors may be invited to attend meetings as appropriate.
Frequency of meetings:
The committee meets at least twice per year and otherwise if required.
Responsibilities:
The main responsibilities of the Sustainability Committee include:
- To ensure that the Group’s strategy and operations are aligned with its social and ethical responsibilities to its people and those its operations affect, including with regard to labour standards, employee health and wellbeing, health and safety, community initiatives, and human rights and responsibilities.
- To ensure that the Group’s strategy is aligned with its goal to reduce the impact of food production on the environment, and to oversee the impact of its operations on the environment, having regard to the maintenance of biodiversity, fresh water use, climate change, pollution risk, land-use change, and ozone depletion.
- To oversee the impact of the Group’s operations on animals on land and in water, having regard to the health and welfare of animals under our care and those our operations impact, including food animals, wild animals, animals used in R&D and companion animals.
- To oversee appropriate governance across the group, including in relation to anti-corruption and shareholder and tax transparency.
The key objective of the Disclosure Committee is to maintain procedures, systems and controls for the identification, treatment and disclosure of inside information and for complying with the obligations falling on the Company and its Directors and employees under MAR and the AIM Rules.
The Disclosure Committee comprises as permanent members:
- Chair: Septima Maguire
- Members: Kevin Quinn, Trond Williksen
- Secretary: Jennifer Haddouk
In the absence of the permanent members of the Disclosure Committee, any two Directors, one of which is Septima Maguire or Peter George, may exercise the powers of the Disclosure Committee. Other Non-executive and Executive Directors may be invited to attend meetings as appropriate.
Frequency of meetings:
The Disclosure Committee meets when required during the year.
Responsibilities:
The main responsibilities of the Disclosure Committee include:
- To identify inside information giving rise to the need for the Company to create new insider lists or amend its existing insider lists and alert the Company Secretary to the existence of such inside information.
- To review the need to make market announcements of inside information.
- To consult where necessary with the Company’s advisers regarding the identification and treatment of inside information.
- To keep the adequacy of the Disclosure Procedures under review and monitor compliance with the same.
- To keep a written record of any decision to delay disclosure in accordance with MAR, and to consider the requirements for announcements in the case of rumours or leaks, including the need to issue holding announcements
- To oversee and, if deemed fit, approve any proposed market soundings and compliance with applicable regulatory requirements.
- To ensure that all regulatory announcements, shareholder circulars, prospectuses and other documents issued by the Company under any legal or regulatory requirements comply with applicable disclosure requirements.
UK Corporate Governance Code
The Code
We have agreed to report against the UK Corporate Governance Code (the “Code”). A copy of the Code is available from the website of the Financial Reporting Council.
The Company is listed on AIM and is subject to the AIM Rules. The Board has voluntarily chosen to comply with the UK Corporate Governance Code 2018 (‘the Code’). An overview of the Company’s compliance with the Code can be found in our Annual Report 2021 as well as detailed below.
The Board ‘s primary role is to ensure the Company’s long-term success by setting the Group’s strategic direction, ensuring that strategy is aligned with the Group’s purpose and culture, and promoting and protecting the Group’s interests for the benefit of all our stakeholders. The Board is composed of highly experienced individuals who bring a range of skills, perspective and knowledge of the industry in which the Group operates.
The Board has delegated customary responsibilities to its five principal committees in order to enable the Board as a whole to dedicate time to the Group’s key priorities and manage its time effectively. At each Board meeting (when required), the agenda includes sufficient time for each committee chair to report to the Board on such committee’s activities and to provide recommendations.
In September 2021, the Board held its annual strategy day during which the Board held strategy discussions with senior management and conducted a thorough review of the Group’s strategy. The discussions provided insight to the Board on the progress made on strategy so far, and allowed an assessment and review of the objectives set as well as giving management and each Board member (especially the Non -Executive Directors) an opportunity to challenge and provide input on the Group’s strategy.
The Board recognises that it is responsible for promoting the long-term sustainable success of the Group and for delivering long-term value for stakeholders. The Board does this by providing effective leadership and by ensuring that the Group’s business is conducted with high standards of ethical behaviour in a manner which contributes positively to wider society, having regard to the interests of its different stakeholders. To enable the business to meet its strategic priorities, the Board oversees the development of the Group’s strategy and provides strong leadership and support to the Group. The Board continues to benefit from a strong mix of complementary skills and experiences, as well as dynamics that allow for open debate, challenge of existing assumptions and asking difficult questions.
For further information, please refer to our Strategic Report in our Annual Report 2021.
The Company’s vision is to be the leading aquaculture biotechnology company and drive sustainability in aquaculture . In order to achieve this, we want to invest generously in our people and business partners. The Group’s culture is a strategic focus area and the Board believes that the right culture and values, supported by effective leadership and a consistent tone from the top, are crucial to the success of the Group. This year, the Board engaged closely with a review of the Company values and approved the new Company’s values. The integration of the Group’s values and culture has been monitored closely by the Group Head of People and also the Employee Representative, who met with the Board twice to review the Group’s culture and the implementation of the Group’s values.
How the Board monitors culture
In FY21, the Board monitored culture by:
- Engaging with and listening to our people: The Group conducted a global employee engagement survey. It allowed employees to share their views on key topics, which provides valuable insight into employee engagement and the Group’s culture. The survey was conducted in March 2021 and the key findings were presented to the Board. Action plans have been prepared by the business to address the priority issues raised by this survey. In addition, Non-Executive Directors attended virtual town halls on a rota system to encourage engagement with the Group’s employees and employees were able to ask questions directly to the attending Board member. As part of the annual Board evaluation, the Board asked the Group’s employees how the Board performed through a range of selected questions and the feedback from the employees was very positive. The key findings are reported on page 79 of the Annual Report 2021.
- Leading by example: The Group’s Directors and senior management act with integrity and lead by example, promoting the Group’s culture to the workforce by living the Group’s values.
- Reviewing cultural indicators: The Board regularly receives updates on health and safety metrics (including a COVID-19 update) and employee turnover numbers, with a breakdown of the reasons given why employees have left the Group. This allows trends and changes in the culture of the Group to be monitored.
- Monitoring ethics, whistleblowing, fraud and anti-bribery: Mechanisms are in place to facilitate employees reporting incidents of wrongdoing on a named or anonymous basis through a direct line to a Non-Executive Director in line with the Code’s requirements. The Board with the support of Group Legal Counsel, regularly monitors and reviews the Company’s policies, incidents and trends arising from any such incidents and provides the Board with updates.
The Board has a comprehensive annual agenda to monitor and review strategy across the Group and its business areas. Board agendas are carefully planned to ensure that sufficient time and consideration are given to the Group’s strategic priorities and key monitoring activities as well as reviews of strategic issues. In advance of each meeting, papers and relevant materials are provided to Directors via a secure cloud platform which also provides access to a library of relevant information about the Company and Board procedures.
During the year, the Board held seven scheduled Board meetings, one scheduled strategy day and six additional Board meetings. The Chairman ensures that regular meetings are also held with the Non-Executive Directors without the presence of the Executive Directors. All Directors are expected to attend all Board and relevant Committee meetings unless prevented from doing so by illness or conflict of interest. The senior management team below Board level are invited, when appropriate, to attend Board meetings to make presentations on their strategic priorities and progress. All Directors recognise the requirement to commit sufficient time to fulfil their duties as included in each Letter of Appointment.
Since the outbreak of the COVID-19 pandemic, the majority of Board and Committee meetings took place using secure virtual meeting technology. In September 2021, the Board held physical meetings in two hubs (UK and Norway) where the Directors and senior management based in these two countries were able to meet in person.
Board member attendance until 30 September 2021 can be located in our Annual Report 2021.
What the Board and Committees achieved in FY21
The Board met throughout FY21 with an agreed agenda in advance of each meeting. Each Board meeting has standing agenda items such as financial update on performance.
The Company Secretary provides Board papers in advance of each meeting and ensures that Board feedback on such documentation is fed back to management for improvement. The Company Secretary provides minutes of each meeting. The Board continues to work closely with its AIM Nominated Adviser, Numis, to ensure compliance with AIM best practices.
| Topic | Specific actions undertaken |
| Leadership and effectiveness | ● Approved the appointment of Yngve Myhre as a member of the Audit Committee following Hugo Wahnish’ s retirement from the Board.
● Performed an internal evaluation of the Board and its committees and agreed on the actions. |
| Legal, compliance and governance | ● Approved the FY21 Annual Report and Accounts and interim results.
● Received regular legal, IP and compliance updates from the Group Legal Counsel and Company Secretary. ● Continued to review the conflict of interest and other significant principal activities of the Directors of the Group, monitoring changes and developments. |
| Business development and strategy | ● Received ongoing updates throughout the year from the CEO and business area heads on the implementation of the Group’s strategy.
● Reviewed and approved the Group’s strategic priorities presented by the Executive Directors, the head of each business area, Group Head of People and Head of Investor Relations. ● Approved the new values which are in alignment with the strategic identity of the Group and driving change in culture across the Group. ● Reviewed and approved entry into the first customer agreement for the Group’s CleanTreat® system. ● Reviewed the Group’s new sustainability targets and overall ESG strategy which was presented by the Head of Investor Relations. ● Reviewed and discussed the Group’s IP strategy. |
During the year, the Company adopted a revised list of Board reserved matters to reflect the expanded remit of the Board under the Code (including the review of whistleblowing matters). Currently, whistleblowing is addressed through a direct line to a Non-Executive Director, with a review by the Board of any matters raising concern.
The Board considers that it has complied with the Code during the financial year covered by this Annual Report, except that:
• The Company’s new remuneration policy was adopted in November 2020 and applies to remuneration and awards made from November 2020 onwards. While the Company’s new remuneration policy has been introduced to ensure the Company’s compliance with the new Code requirements relating to Directors’ remuneration, there is one element of the Code’s recommendations which have not been fully reflected by the new remuneration policy: – the new remuneration policy includes a mandatory shareholding requirement which the Executive Directors will be required to achieve during their employment. For the time being the Company has not introduced a mandatory post-employment shareholding requirement, however there is a two-year holding period applicable from the date of vesting, which continues to apply to executive directors’ vested awards despite any termination of employment and will prevent the executive directors from immediately disposing of awarded shares which remain subject to this holding period post-employment.