The Board is responsible for the long-term success of the Group and agrees the business strategy, implementation plans and management of risk. It provides leadership and is responsible for the overall corporate governance of the Company. The Directors are responsible for ensuring that the strategy, operations, financial reporting and management of risk are underpinned by processes which promote a culture of engagement, transparency and responsibility throughout the Group.

The Board believes that good corporate governance is an integral part of the future success of the Group. Accordingly, the Directors have adopted the Quoted Companies Alliance Corporate Governance Code (the “QCA Code”), to establish the governance in a manner appropriate for a company of its size.

Board of Directors

The Group is governed through its Board of Directors, comprising the Chairman, Chief Executive Officer and four Non-Executive Directors. The names of the current Directors together with their biographical details, skills and experience are set out here. QCA Code Statement of Compliance

All Directors are subject to election by the shareholders at the general meeting immediately following their appointment to the Board and at re-election intervals of not more than three years.

The Company has put in place a board structure that provides a breadth and depth of skills and experience to deliver the business strategy of the Group for the benefit of shareholders over the medium to long-term.

The Directors believe that the Board has an appropriate balance of sector, financial, and public markets skills and experience and members bring a range of skills and capabilities to the Company. The Board members are kept up to date on a regular basis on key issues and developments pertaining to the Company as well as their responsibilities as members of the Board.

The Board keeps its corporate governance framework under review to ensure that it remains appropriate for the size, stage, complexity and risk profile of the Company.

Whilst day-to-day management of the Group is delegated to the senior management team, certain matters are specifically reserved for decision by the Board and documented in a written schedule which is reviewed annually.

Roles & responsibilities

Please see here for the roles and responsibilities for the Chairman, Chief Executive Officer and each Director. ‍Board of Directors

Board Committees 

Audit & Risk and Remuneration Committees have been established with formally delegated duties and responsibilities and with written terms of reference. These committees are comprised solely of Non-Executive Directors. From time to time, other committees may be set up by the Board to consider specific issues when the need arises. The Company considers that, at this stage of its development, and given the current size of its Board, it is not necessary to establish a nominations committee. This position will be reviewed on a regular basis by the Board.

• Audit & Risk Committee

The Audit & Risk Committee’s role is to assist the Board with the discharge of its responsibilities in relation to internal and external financial reporting, audits and controls. This includes reviewing the Company’s annual and half-yearly financial statements, reviewing and monitoring the scope of the annual audit and the extent of the non-audit work undertaken by external auditors, advising on the appointment of external auditors and the tendering process.

The Committee reviews the effectiveness of the Company’s corporate governance, internal audit and controls, risk management, whistle-blowing and fraud-prevention systems. The ultimate responsibility for reviewing and approving the Company’s annual report and accounts and its half-year reports rests with the Board.

Committee members. The Audit & Risk Committee is chaired by Susan Lowther with Drummond Paris and Robert Hawkins as members. The Board has satisfied itself that the Audit & Risk committee has recent and relevant financial experience and that the committee has competence relevant to the sector in which the Company operates.

The Audit & Risk Committee normally meets not less than three times in each financial year and at such other times as the chair of the committee requires. It has unrestricted access to the Company’s auditors. As a matter of course, the Company’s Chief Financial Officer and Chief Executive Officer are invited to attend Audit & Risk Committee meetings.

• Remuneration Committee

The Remuneration Committee normally meets not less than three times in each financial year and at such other times as the chair of the committee requires. Remuneration Committee meetings are chaired by Drummond Paris as Senior Independent Director. They are attended by all Non-Executive Directors. The Chief Executive Officer is invited to attend to discuss staff remuneration, option packages and bonus schemes, but does not participate in discussions about Executive Director remuneration.

Environmental, Social and Governance

The Board recognises the importance of social, environmental and ethical matters. Growth as a business will be matched by a dedication to behaving responsibly and introducing more formal processes to demonstrate a commitment to managing environmental obligations.

The Group is committed to the equal treatment of all employees and applicants regardless of their gender, marital status, sexual orientation, age, race, colour, nationality, ethnic origin, disability, or religious or philosophical beliefs. The Group’s responsibilities as a company and the expectations of employees as representatives of the company are set out in the Company Handbook. This handbook is provided to all employees as part of their induction training and is regularly reviewed and updated.

The Health and Safety committee, organised by employee representatives, aims to maintain a safe and healthy working environment for employees and ensure, so far is as is reasonably practicable, that the Group is fulfilling its legal responsibilities.

Culture and values

The Board recognises that its decisions regarding strategy and risk may impact the corporate culture of the Group which in turn could impact the performance of the Company. The Board is very aware that the tone and culture set by the Board greatly impacts all aspects of the Company as a whole and the way that employees behave. The importance of sound ethical values and behaviours is crucial to the ability of the Company to successfully achieve its corporate objectives.

The culture within the Company includes respect for all individuals, an open dialogue within the Company and a commitment to maintain relationships with key stakeholders. Employees are at the heart of the Company’s corporate culture. They are aware that their work, commitment and enthusiasm to the development of new treatments in areas of high unmet need, could make a positive contribution to people’s lives. This is a strong motivator and drive for change, which means that in a small yet growing company the nascent culture reflects core values of integrity, collaboration and mutual respect. The Company takes a zero-tolerance approach to bribery and corruption and is committed to acting professionally, fairly and with integrity in all business dealings and relationships wherever they occur. The Company has adopted an anti-bribery and anti-corruption policy which provides guidance to those working for the Company on how to recognise and deal with bribery and corruption issues and the potential consequences and applies to all persons working for the Company or on its behalf in any capacity, including employees at all levels, Directors, officers, consultants and agents.

The Company’s share dealing policy regulates trading and confidentiality of inside information for the Directors and other persons discharging managerial responsibilities (and their persons closely associated) which contains provisions appropriate for a company whose shares are admitted to trading on AIM (particularly relating to dealing during closed periods in line with the Market Abuse Regulation). The Company takes all reasonable steps to ensure compliance by the Directors and any relevant employees with the terms of that share dealing policy.

Information last reviewed on 20 April 2023.

The following information is disclosed in accordance with Rule 26 of the AIM Rules.

These requirements were last reviewed and updated by the company on 20th April 2023.

Description of the business

BiVictriX Therapeutics was formed in 2016 and is a rapidly emerging biotechnology company based in the UK.

The company focuses on the development of next generation cancer therapies. Read more ‍

Incorporation and registered office

BiVictriX Therapeutics Plc is incorporated in England & Wales with registered number 13470690 and registered address of Mereside, Alderley Park, Alderley Edge, Macclesfield, Cheshire, UK SK10 4TG.

BiVixtriX’s main country of operation is the UK.

Directors

Tiffany Thorn (CEO)
Dr. Michael Kauffman (Non-Executive Chairman)
Iain Ross (Non-Executive Director)
Drummond Paris (Senior Independent Non-Executive Director)
Robert Hawkins (Independent Non-Executive Director)
Susan Lowther (Independent Non-Executive Director)

View directors biographies

Advisors

Advisor and Joint Broker
SP Angel Corporate Finance LLP
Prince Frederick House
35-39 Maddox Street
London
W1S 2PP

Joint broker
Panmure Gordon & Co
One New Change
London
EC4M 9AF

Auditor
Crowe
55 Ludgate Hill
London EC4M 7JW

Financial communications advisor
Consilium Strategic Communications
85 Gresham Street
London EC2V 7NQ

Legal advisor
Slater Heelis Limited
86 Deansgate Manchester
M3 2ER

Registrar
Share Registrars Limited
The Courtyard
17 West Street
Farnham
Surrey GU9 7DR

Documents

Articles of Association – View here

Admission Document – View here

Company Announcements – View here

Company Presentations – View here

Financial Reports – View here

Takeover code

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

Corporate governance

The Board seeks to follow best practice in corporate governance appropriate with the size and regulatory framework that applies to AIM companies. The Board reviews and applies the principles and provisions of the 2018 Quoted Company Alliance Corporate Governance Code (“Code”) where it is appropriate to do so to support the governance framework.

View more information on corporate governance here‍

Securities information

BiVictriX is listed solely on the AIM market of the London Stock Exchange. The Company is not listed on any other Exchanges or Trading Platforms.

There are no restrictions on the transfer of securities.

Shares and significant shareholders

Total Number of Shares in Issue: 66,115,201 ordinary shares of 1 pence each.

Shares Not in Public Hands: 31.84%.