Date of last update: 27 March 2017
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Description of the Business Directors and committees Country of incorporation
and main country of operation Current constitutional documents Securities in issue UK City Code on Takeovers and Mergers Principles of Corporate Governance Financial Reports Company announcements Admission Document and Circulars Advisers
Description of the business
- a description of its business and, where it is an investing company, its investing strategy;
Synairgen is a drug discovery company focused on identifying and out-licensing new pharmaceutical products which address the underlying causes of asthma, chronic obstructive pulmonary disease (COPD) and other respiratory diseases. Please also see Technology and Programmes sections for further details.
Directors and committees
- the names of its directors and brief biographical details of each, as would normally be included in an admission document;
See Directors section.
- a description of the responsibilities of the members of the board of directors and details of any committees of the board of directors and their responsibilities;
See Directors section for responsibilities of the members of the board of directors.
There are two committees of the Board:
The Audit Committee comprises Simon Shaw (Chairman), Iain Buchanan and Dr Bruce Campbell. The committee has primary responsibility for ensuring that the financial performance of the Group is properly measured and reported on, reviewing the interim financial information and annual financial statements before they are submitted to the Board. The committee also reviews, and reports on, reports from the Group's auditors relating to the Group's accounting controls. It makes recommendations to the Board on the appointment of auditors and the audit fee. The committee monitors the scope, results and cost-effectiveness of the audit. It has unrestricted access to the Group's auditors. In certain circumstances it is permitted by the Board for the auditors to supply non-audit services (in the provision of tax advice, or on specific projects where they can add value). The committee monitors the application of this policy in order to safeguard auditor objectivity and independence.
The Remuneration and Nomination Committee comprises Paul Clegg (Chairman), Simon Shaw and Dr Bruce Campbell. The committee is responsible for making recommendations to the Board on remuneration policy for executive directors and the terms of their service contracts, with the aim of ensuring that their remuneration, including any share options and other awards, is based on their own performance and that of the Group generally. The committee administers the Long-Term Incentive Plan and the staff share option scheme and approves grants under both schemes. It also advises on the remuneration policy for the Group's employees. The committee is responsible for all senior appointments that are made within the Group.
Country of incorporation and main country of operation
- its country of incorporation and main country of operation;
Synairgen plc is incorporated in England and its main country of operation is England.
- where the AIM company is not incorporated in the UK, a statement that the rights of shareholders may be different from the rights of shareholders in a UK incorporated company;
Current constitutional documents
- its current constitutional documents (e.g. its articles of association);
Securities in issue
- details of any other exchanges or trading platforms on which the AIM company has applied or agreed to have any of its securities (including its AIM securities) admitted or traded;
- the number of AIM securities in issue (noting any held as treasury shares) and, insofar as it is aware, the percentage of AIM securities that is not in public hands together with the identity and percentage holdings of its significant shareholders. This information should be updated at least every 6 months.
The Company's issued share capital consists of 91,362,612 ordinary shares with a nominal value of 1p each, each share having equal voting rights.
The Company does not hold any ordinary shares in treasury and therefore the total number of ordinary shares with voting rights is 91,362,612.
Shareholders with interests of over 3% (Significant Shareholders), as advised to the Company, are listed below.
|Name of shareholder||Number of ordinary shares||% of share capital|
|Woodford Investment Management||21,091,651||23.1%|
|Southampton Asset Management Limited||3,600,000||3.9%|
In so far as the Company is aware, the percentage of the Company's issued share capital that is not in public hands is 56.6%. This percentage comprises the holdings of Woodford Investment Management, Lansdowne Partners, Richard Griffiths, and the directors' beneficial holdings of 3.9%.
- details of any restrictions on the transfer of its AIM securities;
UK City Code on Takeovers and Mergers
The Company is subject to the provisions of the UK City Code on Takeovers and Mergers.
Principles of Corporate Governance
The Board recognises the importance of sound corporate governance and intends to ensure that the Company adopts policies and procedures which reflect such of the principles of the Corporate Governance Guidelines for AIM Companies published by the Quoted Companies Alliance, as are considered appropriate for the Company’s size.
- its most recent annual report published pursuant to rule 19 and all half-yearly, quarterly or similar reports published since the last annual report pursuant to rule 18;
For copies of the annual and interim reports please see Financials section.
- all notifications the AIM company has made in the past 12 months;
See News section
Admission Document and Circulars
- its most recent admission document together with any circulars or similar publications sent to shareholders within the past 12 months;
- details of its nominated adviser and other key advisers (as might normally be found in an admission document).
For details of our nominated adviser and other key advisers please see Advisers section