Corporate Governance Code disclosed in compliance with AIM Rule 26
Reviewed and Updated 1 July 2021
The Board of directors of the Company recognises the importance of sound corporate governance. The Board agrees that the Quoted Company Alliance Corporate Governance Code (2018) (the ‘QCA Code’) is the most appropriate recognised governance code for a company with shares admitted to trading on the AIM market of the London Stock Exchange. The QCA Code provides the Company with the framework upon which to build and maintain high standards of corporate governance and to enable a strong governance culture within its organisation.
The Company is committed to embedding within and applying to its organisation the QCA Code 10 Principles of Corporate Governance.
The 10 Principles are:
- Establish a strategy and business model which promotes long-term value for shareholders;
- Seek to understand and meet shareholder needs and expectations;
- Take into account wider stakeholder and social responsibilities and their implications for long term success;
- Embed effective risk management, considering both opportunities and threats, throughout the organisation;
- Maintain the Board as a well-functioning balanced team led by the Chair;
- Ensure that between them the directors have the necessary up to date experience, skills and capabilities;
- Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement;
- Promote a corporate culture that is based on ethical values and behaviours;
- Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board; and
- Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders.
As Chairman of the Company I am acutely aware of the need for an effective and focused Board that leads the business and builds upon its successes. Strong corporate governance helps underpin the foundations of a solid and successful business. The Board is committed to ensuring good corporate governance, from executive level and throughout the operations of the business. Following the revisions to the AIM Rules for Companies in March 2018 pursuant to which all AIM companies are required to comply with a recognised corporate governance code, the decision has been made by the Company that it will adopt the Quoted Company Alliance Corporate Governance Code 2018. The directors believe that the QCA Code is the most appropriate recognised governance code for the Company.
As Chairman it is my duty to ensure that good standards of governance are delivered and fed throughout the organisation. The Board as a whole looks to instill a culture across the Company, delivering strong values and compliant social and corporate responsibilities.
Since Integumen’s (now Deepverge) admission to trading on AIM, the integration of multiple isolated and diverse business units covering oral-care, cosmetics, wound care and supported by an animal-free laboratory grown human skin testing technology, has overcome many hurdles. The Board are overseeing the strengthening of the Company and have brought onboard an executive team that are working tirelessly to build on the strong foundations of the underlying business units. During 2017 the Board and management’s primary focus was to deliver a cohesive integration that would strengthen the business and secure the ability to move the Company forward. This was not fully achieved and resulted in the Board decision to reduce investment in non-performing assets early in H1 2018.
A strategic review of the different businesses within the Company was undertaken. As a result, the Board divested the Company of under-performing assets and those requiring significant funding in order to leave a strong solid core group of business units that have resulted in accelerated sales growth.
Management and Board appointments have altered the business model and strategy. The vision of the business is to focus on growth of product and services sales of the underlying business units through collaboration, cooperation and development of partnerships with other businesses. These are key to build on the successes and strong foundation of the businesses that are core to the restructured Company. Delivery of our business model is underpinned by our core values of:
- Integrity to be consistently open, honest, ethical and genuine.
- Passion and leadership with a commitment to engage and inspire others.
- Courage to be entrepreneurial enough to reach beyond boundaries.
- Acceptance and delegation of responsibility.
- Determination to deliver a proactive customer service
The importance of good governance and working for the benefit of all stakeholders has been at the forefront of the Board. As the Company enters an accelerating commercial phase, building on the early development stages of the past, as Chairman, I will work with the Board to build upon the existing values that are in place and ensure that good corporate governance continues to be present within the organisation and delivered throughout the business, ensuring that we grow with foundations of integrity and strong principles for the benefit of all stakeholders.
Ross Andrews
Non-Executive Chairman
QCA Code Principle 1. Establish a strategy and business model which promote long-term value for shareholders. To apply this Principle the Board must have a shared view of the Company’s purpose, business model and strategy.
In August 2018, the Board, senior management team and the strategic direction of the Company has changed. The prospects for existing and new shareholders of DeepVerge are now being built on past successes, and lessons learned by overreaching. The Board divested assets that had underperformed due to lack of financial resources since the Company was admitted to AIM, in April 2017.
The Board believes that the business model being implemented by new executive management, pivoting to a strategic collaboration partnership business model will deliver faster access to existing, well established, sales, marketing and distribution channels. While this includes the sharing of costs, it does come with a sharing of revenues, but importantly, increasing overall revenues in the short, medium and long-term. Longer-term contract for services, larger distribution and supply agreements diversify the Group from reliance on monthly or quarterly sales targets, to longer-term recurring annual revenues from the signing of multi-year sales agreements.
The Board is already seeing opportunities with multiple Top 20 global skincare corporations. The business model for Innovenn has been transformed from the sale of Labskin testing kits to client services as a fully integrated clinical test provider for the skincare, cosmetic, personal hygiene, wound care and pharmaceutical industries. Current clients include small, medium-sized companies as well as Fortune 500 companies.
The strategy adopted by the executive management and approved by the Board has been successful in the past for the new management team and continues to be successful as can be seen from the major uplift in revenues in 2019 over 2018. The Board continues to monitor and support the changes put in place.
QCA Code Principle 2: Seek to understand and meet shareholder needs and expectations. To apply this Principle the Board should have a good knowledge of the Company shareholder base and try to understand the motivations behind shareholder voting decisions.
The Company achieves this in a number of ways.
The Company’s Annual Reports and Notices of Annual General Meetings (AGM) are sent to all shareholders and can be downloaded from the Company website. Interim Reports and other investor presentations are also available on the Company’s website. The Company has an active social media presence which aims to keep all shareholders updated on the Company’s progress. We also have a contact page on our Company website which enables interested parties to engage with our investor relations.
Shareholders are kept up to date via regulatory news flow (“RNS”) on matters of a material substance and regulatory nature. Bi-Annual updates are provided to the Market and any deviations to these updates are announced via RNS.
Our AGM is an annual opportunity for shareholders to meet with the Chairman and other members of the Board, including the Chief Financial Officer (CFO). The meeting is open to all shareholders, giving them the option to ask questions and raise issues during the formal business of the Annual Meeting or more informally following the meeting.
Our Notice of our AGM sets out individually and clearly the resolutions which are proposed on each substantial issue at the AGM. For each proposed resolution, proxy forms are issued which provide voting shareholders with an opportunity to vote in advance of the AGM if they are unable to vote in person. Our registrars, Neville Registrars Limited, Neville House, Steelpark Road, Halesowen B62 8HD, UK, count the proxy votes which are properly recorded, and the results of the AGM are announced through an RNS.
The Board is keen to ensure that the voting decisions of shareholders are reviewed and monitored and that approvals sought at the Company’s AGM are as much as possible within the recommended guidelines of the QCA Code.
The Chairman and CEO, where appropriate, respond to shareholder queries directly (whilst maintaining diligence on Market Abuse Regulations restrictions on inside information and within the requirements of the AIM Rules for Companies). Non-deal roadshows are arranged throughout the year to meet with existing shareholders and potential new stakeholders to maintain, as much as possible, transparency and dialogue with the Market. Investor presentations and interviews can be found on the Company’s website.
Shareholders with queries should email investor relations at info@deepverge.com
QCA Code Principle 3: Take into account wider stakeholder and social responsibilities and their implications for long-term success. This Principle is achieved by the Company identifying key resources and relationships on which the business relies. It is also addressed by obtaining feedback both from stakeholders and employees.
The Company has a talented and experienced executive team. This team is focused on achieving the aims set by the Board and engaging with all employees to maintain and grow an integrated, motivated and enthusiastic workforce. The vision of the Company is to focus on the growth of product and services sales of the underlying business units through collaboration, cooperation, and development of partnerships with other companies. These external business relationships are key to building on the successes and strong foundation of the core business of Company. Delivery of our business model is underpinned by our core values of:
- Integrity, to be consistently open, honest, ethical and genuine.
- Passion and leadership with a commitment to engage and inspire others.
- Courage to be entrepreneurial enough to reach beyond boundaries.
- Acceptance and delegation of responsibility.
- A determination to deliver a proactive customer service.
We value the feedback we receive from our stakeholders and we take every opportunity to ensure that where possible the wishes of stakeholders are considered. The executive team is a small and dedicated team who work hard to ensure that the values of the Company are an integral part of the business. The Board works closely with the executive team with clear and open communication both in and outside of the boardroom. The Company has an open-door policy from the executive team down where employees’ opinions and suggestions are valued and listened to.
QCA Principle 4. Risk Management: To deliver on this Principle there must be an effective and embedded risk management policy.
The Company’s Risk Management Policy is designed to provide the framework to identify, assess, monitor and manage the risks associated with the Company’s business. The Board adopts practices designed to identify significant areas of business risk and to effectively manage those risks in accordance with the Company’s risk profile. The Board is responsible for ensuring that risks, and also opportunities, are identified on a timely basis and that the Company’s objectives and activities are aligned with the risks and opportunities identified by the Board.
The risks involved and the specific uncertainties for the Company continue to be regularly monitored and the Board of directors formally reviews such risks at regular Board meetings. All proposals reviewed by the Board include a consideration of the issues and risks of the proposal.
The potential exposures associated with running the Company are managed by the Chief Executive and Executive Management who have significant broad-ranging industry experience and who work together as a team and regularly share information on current Company activities.
Where necessary, the Board draws on the expertise of appropriate external advisors to assist in dealing with or mitigating risk.
The Company’s main areas of risk include:
- Market risk – changes in economic conditions, prices and investor sentiment;
- Political risk – changes in the political situation and regulatory environment in countries in which the Company operates; and
- Operational risk – associated with continuous disclosure obligations, internal processes and systems.
Additionally, it is the responsibility of the Board to assess the adequacy of the Company’s internal control systems and that its financial affairs comply with applicable laws and regulations and professional practices. Regular consideration is given to all these matters by the Board.
The Company has in place an internal control framework to assist the Board in identifying, assessing, monitoring and managing risk.
The framework can be described under the following headings:
- Continuous Disclosure/ Financial Reporting
- Operations Review
- Investment Appraisal
The Company’s internal control system is monitored by the Board and assessed regularly to ensure effectiveness and relevance to the Company’s current and future operations. Procedures have been put into place to ensure the CEO and the CFO state in writing to the Board that the integrity of the financial statements is founded on a sound system of risk management and internal compliance and control and that the Company’s risk management and internal compliance and control system is operating efficiently and effectively.
The Company is not currently of a size to justify the formation of a separate risk management committee, the full Board has the responsibility for the risk management of the Company however; the Board will assess the need to form a committee on a regular basis.
QCA Code Principle 5: Maintain the board as a well-functioning, balanced team led by the chair.
The basis of this Principle is that the Board are collectively responsible for creating corporate governance arrangements. Ultimate responsibility for the quality of, and approach to, corporate governance lies with the Chair of the Board. The Board should have an appropriate balance between executive and non-executive directors and should have at least two independent non-executive directors. Any question of independence is decided by the Board. The Board should be supported by committees (e.g. audit, remuneration, nomination) that have the necessary skills and knowledge to discharge their duties and responsibilities effectively. Both executive and non-executive Directors must commit the time necessary to fulfil their roles.
The Board of the Company achieves this Principle in the following manner.
The Board has two independent non-executive directors. Mr. Ross Andrews, independent non-executive Chair, was appointed to the Board in April 2017. Dr. Nigel Burton, independent non-executive director, was appointed in November 2020.
The Board meets formally every month and holds ad hoc Board meetings as the business demands. There is constant communication and transparency between the directors.
The Board is supported by an Audit Committee, Nomination Committee and Remuneration Committee.
QCA Code Principle 6: Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities
The Board comprises the non-executive Chairman, a non-executive director and three executive directors. The Board has significant industry, financial, public markets and governance experience. All the directors possess the necessary mix of experience, skills, personal qualities and capabilities to deliver the strategy of the Company for the benefit of the shareholders over the medium to long-term.
Ross Andrews, Non-Executive Chairman
Ross was appointed Chairman of the DeepVerge Board on 21 May 2019, having been a non-executive director since April 2017. He is a corporate financier with over 30 years’ experience, has a strong understanding of corporate governance regimes and is chairman and non-executive director of several UK listed companies. In 2018, he established Guild Financial Advisory, a corporate finance boutique focused on ambitious and fast-growing companies.
Gerard Brandon (Chief Executive Officer)
Gerard was appointed Director and CEO of DeepVerge in August 2018. Previously, he joined Cellulac Limited (Ireland) as its Chief Executive Officer in May 2012 and assumed the same role for Cellulac plc in October 2013. In 1996 he became founder and CEO of Alltracel Pharmaceuticals PLC, where he built a team that oversaw numerous patents granted on refined cellulose. Alltracel was admitted to trading on AIM in 2001. In 2004, he was appointed as a Managing Partner for Farmabrand Private Equity. In 2009, he was appointed as an Executive Consultant to Eplixo Limited. He is a Fellow of the Ryan Academy of Entrepreneurs in Dublin.
Camillus Glover (Chief Financial Officer)
Camillus was appointed Director and COO of DeepVerge on 8 August 2018. On 29 August 2018 he took over as Chief Financial Officer. Previously, he joined Cellulac Limited (Ireland) as Chief Financial Officer in May 2012 and assumed the same role for Cellulac plc in October 2013. He is a member of the Institute of Chartered Accountants Ireland. In 2003, he joined Alltracel Pharmaceuticals plc as Commercial Director and was appointed Chief Operations Officer in 2005 until it was acquired in 2008 by Hemcon Medical Technologies (“Hemcon”). Between 2009 and 2012, he was VP of Global Business Development for Hemcon prior to joining Cellulac plc.
Fionan (Fin) Murray, (Chief Operations Officer)
Fin is the founder of Rinocloud Limited. He was appointed Sales Director of DeepVerge on 2 May 2019 following the acquisition of Rinocloud Ltd. On 26 February 2020 he was appointed COO of DeepVerge. He is a seasoned sales executive with more than 30 years’ experience in worldwide distribution deals, selling complex software solutions into the multi-national corporate sectors in financial services, biotech, utilities and government departments. He is former CEO of LeT Systems Ltd and a senior executive at KBC Bank and Kindle Banking systems. He was appointed Chief Operations Officer on 26 February 2020.
Dr Nigel Burton (Non-Executive Director)
Nigel was appointed non-executive director of the Company on 10 November 2020 following the acquisition of Modern Water where Nigel was a non-executive director. Nigel worked for over 14 years as an investment banker at leading London City institutions including UBS Warburg and Deutsche Bank, including serving as a Managing Director responsible for the energy and utilities industries. Following these roles Nigel spent 15 years as Chief Financial Officer or Chief Executive Officer of a number of private and public companies and is a Non-Executive Director of a number of other listed companies including BlackRock Throgmorton Trust, eEnergy Group, Microsaic Systems and Location Sciences.
In February 2021 Fiona Joyce joined the Company as In-House Counsel. Fiona Joyce was appointed Company Secretary in February 2021. Fiona regularly updates the Board on relevant regulatory and governance issues. The management circulates their regular ‘Boardroom Briefing’ to the Board, the Company’s NOMAD provides annual Board AIM Rules refresher training as well as the initial training as part of a new director’s onboarding.
The directors have access to the Company’s NOMAD and any other external advisors when necessary.
The Board is mindful of gender balance. All Board appointments must have the required skills, knowledge and experience.
QCA Code Principle 7: Evaluate board performance based on clear and relevant objectives, seeking continuous improvement.
The directors take seriously the effectiveness of the Board, Committees and their individual performance.
The Board meets formally each month with ad hoc Board meetings as required by the business. There is constant communication between the directors.
The Company appointed In-House Counsel, Fiona Joyce, in February 2021. Fiona was appointed Company Secretary in February 2021.
The Board meeting agendas are agreed in consultation with the Non-Executive Chairman, with consideration given to both standing agenda items and the ongoing strategic and operational needs of the business. Draft minutes and supporting documentation are circulated by the Company Secretary well in advance of the meetings, giving the directors ample time to review the documentation and enabling an effective Board meeting. Agreed actions and outstanding items are tracked for appropriate delivery and follow up.
The Board has been recently refreshed with the addition of non-executive director Dr. Nigel Burton. The Board is also mindful of succession planning.
QCA Code Principle 8: Promote a corporate culture that is based on ethical values and behaviours.
The Company applies Principle 8 across all its businesses.
The directors are committed to ethical values and behaviours across the Board and the Company as a whole. The directors are mindful of the industry sectors in which the businesses operate and they take all ethical obligations seriously. These high standards of behaviours are instilled and applied throughout the Company.
In 2021 the Company established a Trust and Compliance function led by our In-House Counsel. The purpose of Trust and Compliance is to ensure that the Board, executive management, employees and any third parties that do business with or on behalf of the Company are made aware and understand their obligations regarding corruption and bribery.
The Board receives 6 monthly Trust and Compliance education. This education is flowed down to all employees. All new employees are provided training. Each year all staff are required to certify that they have read and understand their obligations under the Company Corruption and Bribery policy.
QCA Code Principle 9 – Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board.
This Principle is implemented throughout the Company and these processes are under regular review. The Investor Relations area of our website includes, within the AIM Rule 26 page, a Corporate Governance section which, in addition to the high-level explanation of the application of the QCA Code, describes the composition of the Board and its Committees, together with a brief biography of each Board member.
The roles of Committees are described, along with their terms of reference and matters reserved by the Board for its consideration.
The Corporate Governance section of the Annual Report also details the composition of the Board and its Committees, and the role of each Committee.
The roles and responsibilities of the Chairman, Chief Executive Officer , Chief Financial Officer and any other Directors who have specific individual responsibilities such as sitting on a particular Committee are outlined in the Corporate Governance section of the Annual Report.
The Board expects that the corporate governance framework will continue to evolve as the Company grows. Such evolution will be driven by both the needs of the various business units and any regulatory changes.
QCA Code Principle 10 – Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders
Applying and maintaining this Principle of communication with shareholders is extremely important to the Board. The Company welcomes healthy dialogue with investors.
The Corporate Governance section of the Annual Report includes disclosure of Board Committees, their composition and where relevant, any work undertaken during the year. It includes a detailed Remuneration Report.
Our website includes all historic Annual Reports, results announcements and presentations, and other governance-related material. These can be found in the Investor Relations section, under Regulatory News. This section of the website also includes the results of all AGMs.
Audit and Risk Committee membership and activities
The Chair of the Audit Committee is Non-executive Director Ross Andrews. The Committee welcomed Dr Nigel Burton to the Board as a second Non-executive Director in November 2020 and the third member of the Committee is Executive Director Fin Murray. All three Directors possess the necessary depth of financial and commercial expertise to fulfil their role. Although not members of the Audit Committee, the CEO and CFO are also invited to attend meetings, unless they have a conflict of interest. Other senior members of the business are invited to attend meetings as appropriate. The Audit Committee meets twice a year for scheduled meetings.
Key activities during the year
- Reviewed the Annual Report and Accounts, including whether they were fair, balanced and understandable, the material judgements and estimates, going concern and viability statements.
- Considered the external auditor’s report on the full- and half-year audits.
- Reviewed the full- and half-year results announcements.
- Appraised the effectiveness and performance of our external auditors, assessed their independence and objectivity, and recommended their reappointment.
- Considered the external audit fees and terms of engagement.
The Audit Report is published on page 21 of 2020 Annual Report
This comprises Ross Andrews as Chairman and Fin Murray as the other member of the committee. Ross Andrews is the Company Chairman and sits on the board of a number of listed plc’s. The principal duties of the committee are to review the half-yearly and annual financial statements before their submission to the Board and to consider any matters raised by the auditors. The Committee also reviews the independence and objectivity of the auditors. The terms of reference of the Committee reflect current best practice, including authority to:
- Recommend the appointment, re-appointment and removal of the external auditors;
- Ensure the objectivity and independence of the auditors including occasions when non-audit services are provided; and
- Ensure appropriate ‘whistle-blowing’ arrangements are in place.
The Chairman may seek information from any employee of the Group and obtain external professional advice at the expense of the Company if considered necessary. Due to the relatively low number of personnel employed within the Group, the nature of the business and the current control and review systems in place, the Board has decided not to establish a separate internal audit department.
Remuneration Committee membership and activities
The Chair of the Remuneration Committee is Non-executive Director Ross Andrews. Dr Nigel Burton joined the Committee as the second as Non-executive Director in November 2020. The third member of the Committee is executive Director Fin Murray. Appropriate members of the management team, as well as the Committee’s advisers, are invited to attend meetings as appropriate, unless there’s a potential conflict of interest. The remuneration of Non-executive Directors, is determined by the Executive Directors. The Remuneration Committee meets twice a year for scheduled meetings.
During the year the Committee:
– Determined and recommended to the Board the Group’s overall remuneration policy.
– Determined and recommended to the Board the remuneration of Executive Directors.
– Monitored, reviewed and approved the levels and structure of remuneration for other senior managers.
Remuneration Committee Report was published on page 19 of the 2020 Annual Report.
Nomination Committee membership and activities
The Chair of the Nomination Committee is Non-executive Director Ross Andrews. Dr Burton joined the Nomination Committee as its second Non-executive Director in November 2020. The third member of the Committee is executive Director Fin Murray. All three Directors possess the necessary depth of management and commercial expertise to fulfil their role. Although not members of Nomination Committee, the CEO and CFO are also invited to attend meetings, unless they have a conflict of interest. Other senior members of the business are invited to attend meetings as appropriate. The Nomination Committee meets twice a year for scheduled meetings.
The Board appointed Dr Nigel Burton as non-executive director to the Board in 2020 ensuring that the Company has the world- class experience, skills and expertise necessary to drive the business forward.
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Anti-Bribery and Anti-Corruption Policy
Pursuant to the Bribery Act 2010 DeepVerge plc commits to conducting business in an ethical and honest manner and commit to implementing and enforcing systems that ensure bribery is prevented. The Company has zero-tolerance for bribery and corrupt activities and commits to acting professionally, fairly, and with integrity in all business dealings and relationships.
This statement applies to DeepVerge plc and its subsidiaries.
ABOUT US
DeepVerge plc is a vertically integrated business, collaborating technology platforms with its partners in artificial intelligence, clinical research, water technologies, medical device and life science.
Our annual turnover is under £36 million. Although we are not required to make a modern slavery statement under section 54 of the Modern Slavery Act 2015, we are making this voluntary statement to show our commitment to ethical trading principles and to set out the steps we are taking to tackle modern slavery and human trafficking in our business and in our supply chains.
Our supply chains are mainly made up of EU, UK or US based suppliers.
POLICIES OR OUR COMMITMENT TO ETHICAL TRADING
Our Anti-slavery and Trafficking Policy reflects our commitment to acting ethically and with integrity in all our business relationships and to implementing and enforcing effective systems and controls to ensure slavery and human trafficking is not taking place anywhere in our supply chains.
DUE DILIGENCE AND RISK ASSESSMENT
We consider our exposure to slavery/human trafficking to be relatively limited.
We vet suppliers and sub-contractors to ensure that they are committed to ethical labour practices. We include anti-slavery and human tracking provisions in all our contracts with suppliers.
EFFECTIVENESS IN COMBATING SLAVERY AND HUMAN TRAFFICKING
We use the following key performance indicators (KPIs) to measure how effective we have been at ensuring that slavery and human trafficking is not taking place in any part of our business or supply chains:
- The percentage of suppliers and sub-contractors vetted for ethical labour practices.
- The number of reported breaches in the past year.
- Percentage of staff receiving training on identifying and addressing the risk of slavery and human trafficking in our business and supply chains.
TRAINING
To ensure a high level of understanding of the risks of modern slavery and human trafficking in our supply chains and our business, we provide training to our staff.
This voluntary slavery and human trafficking statement is made in connection with section 54(1) of the Modern Slavery Act 2015 and relates to the year 2021.
Ethics Policy
DeepVerge plc commits to protecting employees, partners, vendors and our subsidiary companies from illegal or damaging actions by individuals, either knowingly or unknowingly. The Company will not tolerate any wrongdoing or impropriety at any time and commits to take the appropriate measures and act quickly in correcting an issue if the ethical code is broken.