Last update: September 27, 2018

Directors' responsibilities

The fundamental responsibility of the directors is to exercise their business judgment to act in what they reasonably believe to be the best interests of Verseon and its stockholders. It is the duty of the Board to oversee management’s performance to ensure that Verseon operates in an effective, efficient, and ethical manner in order to produce value for Verseon’s stockholders. The Board also evaluates Verseon’s overall strategy and monitors Verseon’s performance against its operating plan and against the performance of its peers. Additionally, the Board has responsibility for risk oversight, with reviews of certain areas being conducted by the relevant board committees.

The Directors will comply with the provisions of the Corporate Governance Guidelines for Smaller Quoted Companies, published from time to time by the Quoted Companies Alliance, to the extent that they believe it is appropriate in light of the size, stage of development and resources of the Company.

The Board is responsible for oversight of strategic, financial, and execution risks and exposures associated with Verseon’s business strategy, product innovation and sales road map, policy matters, significant litigation and regulatory exposures, and other current matters that may present material risk to Verseon’s financial performance, operations, infrastructure, plans, prospects or reputation, acquisitions and divestitures. Directors are expected to invest the time and effort necessary to understand Verseon’s business and financial strategies and challenges. The basic duties of the Directors include attending Board meetings and actively participating in Board discussions. Directors are also expected to make themselves available outside of board meetings for advice and consultation.

Board committees

Audit Committee

The Audit Committee will be responsible for ensuring the financial performance of the Company is properly monitored and reported, reviewing significant financial reporting issues, reviewing the effectiveness of the Company’s internal systems and controls, and risk management. The Audit Committee will also oversee the relationship with the external auditors. The Audit Committee is comprised of Thomas Hecht.

Remuneration Committee

The Remuneration Committee will be responsible for monitoring and providing advice along with the Board on the framework or broad policy for the compensation of executive management including any pension arrangements and compensation payments, taking into account all factors it deems necessary; determining the compensation of senior executives including pension arrangements and compensation payments; reviewing the design of all share incentive plans for approval by the Board and Shareholders; and ensuring that all provisions regarding disclosure of compensation is clear and transparent. The Remuneration Committee is comprised of Thomas Hecht.

Governance Code

Verseon recognizes the importance of sound governance, and we appreciate the outcome-oriented approach of the Corporate Governance Code as proposed by the Quoted Companies Alliance (QCA). Below you will find a summary of how the Board applies the principles presented by this code.

1. Establish a strategy and business model which promote long-term value for shareholders

Verseon's mission is to develop disruptive life-science technology to advance global health.

Our target-agnostic, computational drug-discovery platform allows us to pursue drug indications that are poorly served by existing medicines and have high market value. We have announced programs in anticoagulation, diabetic macular edema, hereditary angioedema, and oncology, and have several new, unannounced programs under active development. Additional details may be found in our 2017 Annual Report.

In addition to drug development, we are pioneering, through our wholly owned subsidiary BlockRules Ltd., blockchain technology for regulated securities. This technology will allow us to bring life-sciences investments to a broader, global investment community.

2. Seek to understand and meet shareholder needs and expectations

Effective communication with our shareholders is important to us. As with any other public entity the Company uses financial reports, shareholder meetings, an e-mail subscription service, this web site, and regular public announcements to keep its shareholders informed. Investors are encouraged to contact Company representatives by phone (at +1.510.225.9022) or by e-mail for any direct inquiries.

3. Take into account wider stakeholder and social responsibilities and their implications for long-term success

Verseon's core mission is to provide better medicines to improve the state of health worldwide.

Verseon supports socially-responsible corporate practices. Our clinical studies are designed specifically with safety in mind. Our corporate headquarters is designed to be ecologically friendly, with renewable energy and power savings features. Our laboratory facilities all operate within applicable AAALAC requirements.

4. Embed effective risk management, considering both opportunities and threats, throughout the organization

Drug development is a risky endeavor. For example, on average across the industry currently only one out of fifteen drug programs entering the clinic result is an approved drug. Our drug discovery platform is designed to reduce these risks by shortening development times and by providing multiple candidates per program for the clinic.

The principal risks and uncertainties in our business are listed in our Annual reports. The company’s Board of directors and management regularly consider risks and mitigation strategies as part of their general planning and business execution process.

5. Maintain the Board as a well-functioning, balanced team led by the chair

The Board consists of two executive members, Eniko Fodor and Adityo Prakash, and three non-executive members, Robert W. Karr, Grover Wickersham, and Thomas A. Hecht, the Non-Executive Chairman. Personal details are available on this web site and in our annual reports.

The Board generally meets four times a year. Informal meetings are scheduled as the need arises. The Company employs internal policies and controls designed to keep the Board appraised of key business factors and events. Additional information on the Board responsibilities can be found on this website and annual reports.

6. Ensure that between them the Directors have the necessary up-to-date experience, skills and capabilities

The Board is composed of individuals with extensive collective business experience in high technology, bio-technology and other fields with knowledge spanning technology development, operations, legal, and finance. A summary of the professional histories of all Board members is available on on this web site and in our annual reports.

7. Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement

The Chairman assesses the performance of the Board on a regular basis as part of the strategic planning and business review process. The Chairman considers the company’s strategic objectives and takes into consideration past performance and future needs in addressing board performance and capability.

8. Promote a corporate culture that is based on ethical values and behaviors

Verseon maintains a policy of high ethical standards and promotes these standards at all employee levels. The Company strongly believes in evaluating its employees, partners, and contractors based solely on performance and independent of factors such as social standing, race, sexual orientation, or country of origin.

9. Maintain governance structures and processes that are fit for purpose and support good decision-making by the board

The directors’ roles and responsibilities are clearly described in Article VIII of the Certificate of Incorporation available on this website. The responsibilities of the Audit and Remuneration committees of the Board are described elsewhere on this web site and in the corporate governance section of the Company’s annual reports.

10. Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders

A detailed review of Verseon's performance is published in our annual and interim reports. Publication of these reports are announced through regulatory (RNS) releases and through our investor e-mail list.

The results of each AGMs and any special shareholder meetings are reported promptly from this web site and through an RNS release including any additional information on voting as may be required.

Historical information on all annual and interim reports, RNS releases, AGM and special shareholder meetings is also available on this web site.

Our pledge

Verseon is committed to growth through innovation, building value for its shareholders while respecting its responsibilities as a good corporate citizen