Corporate Governance

Board composition

The Board currently comprises two Executive Directors and five Non-Executive Directors. Julian Baines has been appointed as Non-Executive Chairman. It is the Board’s opinion that three directors Julian Baines, Richard Evans and Barbara Murphy are independent in character and judgement and that there are no relationships or circumstances which could materially affect or interfere with the exercise of their independent judgement.

All Directors are subject to election by Shareholders at the first Annual General Meeting after their appointment, and are subject to re-election at least every three years. Non-Executive Directors are appointed for a specific term of office which provides for their removal in certain circumstances, including under section 168 of the Companies Act 2006. The Board does not automatically re-nominate Non-Executive Directors for election by Shareholders. The terms of appointment of the Non-Executive Directors can be obtained by request to the Company Secretary.

The Board’s primary objective is to focus on adding value to the assets of the Group by identifying and assessing business opportunities and ensuring that potential risks are identified, monitored and controlled. Matters reserved for Board decisions include strategic long-term objectives and capital structure of major transactions. The implementation of Board decisions and day to day operations of the Group are delegated to Management.

Compliance to Corporate Governance code

The Company recognises the value of good corporate governance in every part of its business. The Board has adopted the principles of the 2018 Quoted Companies Governance Code. Details of the Code can be obtained from the Quoted Companies Alliance’s website (www.theqca.com). Renalytix AI Plc’s  Corporate Governance Statement of compliance with the 2018 Quoted Companies Governance Code can be downloaded from the website.

Committees

The board has established an Audit Committee, a Remuneration Committee and a Nomination Committee with formally delegated rules and responsibilities. Each of the Board committees will meet as and when appropriate, but at least twice each year.

The Audit Committee comprises Richard Evans, who acts as chair, and Erik Lium. The Audit Committee will, among other things, determine and examine matters relating to the financial affairs of the Company including the terms of the engagement of the Company’s auditors and, in consultation with the auditors, the scope of the audit. It will receive and review the reports from management and the Company’s auditors relating to the half yearly and annual accounts and the accounting and the internal control systems in use throughout the Company.

The Remuneration Committee will comprise Julian Baines, who will act as chair, and Christopher Mills. The Remuneration Committee will review and make recommendations in respect of the Executive Directors’ remuneration and benefits packages, including share options and the terms of their appointment. The Remuneration Committee will also make recommendations to the Board concerning the allocation of share options to employees under the intended share option schemes.

The Nomination Committee will compromise Julian Baines, who will act as chair, and Christopher Mills. The Nomination Committee will review and recommend nominees as new Directors to the Board.