2013 Apr 15 Annual Report 2012 - Phosphagenics

Corporate Governance Statement continued
The Companies corporate governance practices were in place throughout the year ended 31 December 2012.
Board functions
The board seeks to identify the expectations of the shareholders, as well as other regulatory and ethical
expectations and obligations. In addition, the board is responsible for identifying areas of signifi cant
business risk and ensuring arrangements are in place to adequately manage those risks. To ensure
that the board is well equipped to discharge its responsibilities it has established guidelines for the
nomination and selection of directors and for the operation of the board. The responsibility for the
operation and administration of the Group is delegated, by the board, to the Chief Executive Offi cer
and the executive management team. The board ensures that this team is appropriately qualifi ed and
experienced to discharge their responsibilities and has in place procedures to assess the performance
of the Chief Executive Offi cer and the executive management team. Whilst at all times the board retains
full responsibility for guiding and monitoring the Group, in discharging its stewardship it makes use of subcommittees.
Specialist committees are able to focus on a particular responsibility and provide informed
feedback to the board. To this end the board has established Share Allotment and Audit, Compliance
and Corporate Governance Committees.
The Directors in offi ce at the date of this statement, their skills, experience, expertise and period
of directorship are detailed in the Directors’ Report. In respect of the attendance at Board and Committee
Meetings, shareholders are referred to the table of Meeting Attendance contained on page 7.
Structure of the Board
The skills, experience and expertise relevant to the position of director held by each director in offi ce
at the date of the annual report are included in the directors’ report. Directors of Phosphagenics Limited
are considered to be independent when they are independent of management and free from any business
or other relationship that could materially interfere with, or could reasonably be perceived to materially
interfere with, the exercise of their unfettered and independent judgement.
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In the context of director independence, “materiality” is considered from both the Group and individual
director perspective. The determination of materiality requires consideration of both quantitative
and qualitative elements. An item is presumed to be quantitatively immaterial if it is equal to or less than
5% of the appropriate base amount. It is presumed to be material (unless there is qualitative evidence
to the contrary) if it is equal to or greater than 10% of the appropriate base amount. Qualitative factors
considered include whether a relationship is strategically important, the competitive landscape, the nature
of the relationship and the contractual or other arrangements governing it and other factors that point
to the actual ability of the director in question to shape the direction of the Group’s loyalty.
In accordance with the defi nition of independence above, and the materiality thresholds set, the following
directors of Phosphagenics Limited are considered to have the following status:
Name Position and status Term in Office
Non-executive directors
Addison, J L Chairman and Independent Director 10 years
Clarke, D Independent Director 2.5 years
James, S Independent Director 2.5 years
Webb, S Independent Director 2.5 years
Executive directors
Rosen, H President 13 years
Ogru, E Chief Executive Offi cer 7 years
The board recognises the Corporate Governance Council’s recommendation that the Chair should be an
independent director.
CORPORATE GOVERNANCE STATEMENT