Corporate Governance & Board Committees

The Directors of MyHealthChecked PLC (“MyHealthChecked” or the “Company”) recognise the importance of sound corporate governance. As such the Company applies the Quoted Companies Alliance Governance Code (2018) (the “QCA Code”) as far as appropriate for a company of the size and nature of MyHealthChecked. The QCA Code provides the Company with the framework to embed a strong level of governance within the Company’s culture which is focused on delivering good values and behaviours. Set out below are the ten guiding principles of the QCA Code and how the Company applies those principles within its business as well as identifying those areas where the Company will make future changes to more fully comply with the Code.

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

 

A focus on individual and preventative wellness has been accelerated by the COVID pandemic, and MyHealthChecked has evolved its business model to be able to provide diagnostic products and services and digitise advice and services to create an efficient customer experience to B2B and B2C customers.

MyHealthChecked’s business model is specifically focused on:

  • developing and commercialising products targeted to home-testing
  • developing a digital platform that enables B2B and B2C customers to access information efficiently and securely, whilst learning from the customer
  • ensuring the Company’s product portfolio meets the requirements of relevant Notified Bodies
  • expanding the Company’s target markets in line with business opportunities, whilst ensuring the regulatory approvals and processes in each territory are complied with
  • satisfying customer needs within the identified target market; and
  • development of further suite of products aimed at helping people to take control of their personal wellness.

Further details of the Company’s strategy and business model can be found in our latest Annual Report, Chief Executive’s Review section and on the Company’s website at page About Us.

Principle 2: Seek to understand and meet shareholder needs and expectations

 

The Board attaches great importance to providing shareholders with clear and transparent information on the Group’s activities, products, developments and financial position. Details of all shareholder communications are provided on the Company’s website on the “Investors” page and regular shareholder communications are made through RNS providing updates to shareholders on matters affecting the Company and those of a regulatory nature.

The largest shareholder is represented on the board and additionally the Board typically hold meetings with institutional investors and other large shareholders following the release of interim and final financial results.

The AGM, which is held at the operational headquarters, provides a good opportunity for all shareholders, particularly private shareholders, to communicate directly with the Board via an open question and answer session and all shareholders are given the opportunity to ask questions of the Board. The resolutions put to a vote at the AGM can be found in the notice of AGM.

Contact details are on the Company’s website (https://myhealthcheckedplc.com/contact) and contact details of the Company and the Company’s advisors are contained on all announcements released via RNS should shareholders wish to communicate with the Board. The Chair and CEO have engaged Walbrook PR to respond to shareholder queries. Please email [email protected] with any enquiries.

The Annual Report is considered a key area of communication with shareholders by the Board and is sent to all shareholders and can be downloaded from the website. Copies of the Annual Report of the Company and the interim financial statements, are available on the website.

Senior Directors maintain their diligence on Market Abuse Regulations restrictions on insider information and within the requirements of the AIM Rules for Companies (“AIM Rules”) as such the Senior Independent non-executive Director is available to discuss any matter shareholders might wish to raise if appropriate.

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

The primary responsibility under UK Corporate law is to promote the success of the Company for the benefit of its members as a whole, however as a diagnostic and healthcare company with a target market that typically is motivated to achieve good mental and physical health, MyHealthChecked is very aware of its wider social responsibilities. Our approach continues to meet and balance these expectations as unless the Company meets the demands of our target market in a socially responsible way the Company will be unable to deliver medium and long-term shareholder value.

The diagnostics market is heavily regulated, and the Company ensures adherence to necessary regulations on a continual basis. Compliance with ISO13485 and ISO 15189 ensures standards are maintained in our product supply chain. 

Given the nature of the consumer base and the Company’s target market, the Company has a responsibility to ensure accuracy of product description in both its marketing and consumer engagement practices. Accuracy of statements made regarding the product and appropriate advertising is a high priority of the Board and the Company is rigorous in ensuring public statements regarding the product are not misleading.

Principle 4: Embed effective risk management, considering both opportunities and threats, throughout the organisation

The Board, led by the Chairman, determines the Company’s appetite for risk. The Board reviews the risks facing MyHealthChecked on an ongoing basis and formally, at least annually. The principal risks and uncertainties facing the Company are set out our latest Annual Report available here. In addition the Board considers a more detailed range of opportunities and threats balanced against potential risks and returns to the Company.

The principal business and financial risks facing the Group are managed and reported to the Board and, once identified, control procedures are implemented.

Principle 5: Maintain the Board as a well-functioning, balanced team, led by the Chair

All members of the Board take collective responsibility for the performance of the Company and all decisions are taken with the overriding obligation to promote the success of the Company. The Chairman leads the Company’s approach to corporate governance and ensures that good governance is at the centre of the what the Company does whilst remaining proportional to the size and maturity of MyHealthChecked.

The Board and each of the Board Committees are provided with timely and accurate information sufficiently ahead of each Board meeting to enable Board and Committee members to have sufficient time to review and analyse the information provided. The Board meets monthly whilst the Committees meet on a less regular basis with the Audit Committee meeting at least twice a year, the Remuneration Committee meeting at least once a year and the Nominations Committee meeting as required. In addition, as required, the Board holds conference calls to discuss urgent matters.

The Board is comprised of a Non-executive Chairman, three executive directors and three non-executive directors. Of the three non-executive directors, both Neil Mesher and Lesley Innes are considered to be independent although each of the non-executive directors bring challenge and support to the executive directors. In this regard the Board currently does not comply with QCA Code Principle 5. However given the current stage of development of the Company’s operations, the Board consider the current composition to be appropriate for the Company at this time. Board composition is regularly reviewed to consider the balance of skills, personal qualities and diversity as well as a focus on succession planning as the Company grows and changes. An appointment of a further independent non-executive director will be considered in the future.

Non-executive Directors are expected to commit sufficient time to ensure they are fully briefed in the Company’s affairs, and to have reviewed the Board pack provided ahead of meetings as well as attending each Board meeting. Non-executive Directors are also required to attend ad-hoc calls of the Board as well as other Company business when required and liaise with the executives between Board meetings as needed. The time commitments required of each Director was made clear to them prior to acceptance of the appointment.

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

As stated above Board composition is regularly reviewed to consider the balance of skills, personal qualities and diversity. Penny McCormick and Lesley Innes serve on the Board, and the Board is mindful of the issue of gender balance on the Board. However appointments are made based on the level of required skills, knowledge and experience brought to the Board as a whole. The Chairman reviews the diversity of the Board on an ongoing basis.

The Board has significant industry, financial, public markets and governance experience coming from a diverse range of backgrounds and bringing a mix of experience, skills and personal qualities to deliver the Company’s strategy and put into effect the Company’s business plan. Details of each individual board member is set out on the Company’s website (https://myhealthcheckedPLC.com/investors/board). Each director takes their continuing professional development seriously and undertakes training from relevant professional and industry bodies in the form of attending seminars, conferences and continual updates of knowledge and industry practice.

As well as providing training on compliance with the AIM Rules on induction, the Company’s Nomad provides regular updates to Board members in the areas of governance, regulatory compliance and the AIM Rules. The Directors have access to the Company’s other advisers as required including the Company Secretary, legal advisers and auditors and have the authority to obtain external advice as deemed necessary.

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

Evaluation of the performance of the Board has historically been conducted in an informal manner, however Adam Reynolds as Non-Executive Chairman is responsible for chairing the board and will evaluate performance and identify development objectives. Due to the process of change which the Board is under-going, there is a review of the evaluation methods being put in place and going forward it is expected that the Board will formally review and consider the performance of each director at or around the time of the publication of the company’s annual report.

Succession planning is important and to facilitate this a regular review of the senior team within the Company is conducted. The Board has gone through a period of change in recent months and new appointments have been made from external hires and internal promotions. Following this period of change the Board intends to put in place more formal succession planning and Board evaluation to embed good governance.

Principle 8: Promote a corporate culture that is based on ethical values and behaviours

The Board, led by the Non-Executive Chairman, is very mindful of the market in which it operates and particularly the nature of its product. The Company’s target market can be overwhelmed with the abundance of information provided regarding their health and wellness, and may be worried about certain areas of their personal health. The Company’s core values of responsibility and accountability as well as a strong moral compass when considering marketing and consumer engagement practices, underly the Company’s corporate culture and ensure the Directors take all ethical behaviours seriously. These values and ethical behaviours are demonstrated by the Board and instilled throughout the organisation and continued in the Company’s ethics code and remuneration policy. The ethics code with periodic staff declarations and staff and director training codifies the Company’s approach to ethical values and behaviours.

The Group has a zero-tolerance approach to bribery and corruption and ensures compliance with the UK Bribery Act. The Company has clear on-boarding processes for new suppliers and counterparties and has also established a monitoring process for suppliers and counterparties to take responsibility over its supply chain and ensure compliance with the Modern Slavery Act and other relevant legislation.

Principle 9: Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board

The Board retains collective responsibility for the success of the Company and is ultimately accountable for good governance and for monitoring and guiding the executive team. No one individual has unfettered powers of decision.

The Chairman is responsible for ensuring that the Board effectively discharges its responsibilities and is also responsible for facilitating effective board meetings with full and constructive contribution from each member of the Board. The Chairman leads the Company’s approach to key areas for the Company including corporate governance, corporate culture and risk appetite. The Chairman is the main contact point for shareholders and other stakeholder groups.

The CEO works closely with the Chairman and the other executive director to lead the performance of the Company and is tasked with delivering the strategy and business plan as determined by the Board. During periods of Board change the Chairman will occupy the role of Executive Chairman as appropriate.

The CFO is tasked with the financial performance of the Company and works closely with the other members of the executive team to deliver the strategy and business plan and control the Company’s financial position.

Neil Mesher is the Senior Independent non-executive Director and is available to all stakeholders should it be more appropriate to liaise with him rather than the Chairman.

Lesley Innes chairs the Audit Committee and is also a member of the Remuneration Committee. The other member of the Audit Committee is Adam Reynolds.

Neil Mesher chairs the Remuneration Committee and is also a member of the Nominations Committee. The other members of the Remuneration Committee are Lesley Innes and Lyn Rees.

Lyn Rees chairs the Nominations Committee and is also a member of the the Remuneration Committee. Other members of the Nominations Committee are Adam Reynolds, and Neil Mesher.

The Audit Committee is responsible for making recommendations to the Board on the appointment of the auditors and the audit fee and for ensuring that the financial performance of the Group is properly monitored and reported. In addition, the Audit Committee will receive and review reports from management and the auditors relating to the interim report, the annual report and accounts and the internal control systems of MyHealthChecked PLC.

The Nominations Committee is responsible for identifying and nominating members of the Board, recommending Directors to be appointed to each committee of the Board, and the chair of each such committee. The Nominations Committee will also arrange for evaluation of the Board. The Remuneration Committee will be responsible for the review and recommendation of the scale and structure of remuneration for senior management, including any bonus arrangements and the award of share options with due regard to the interests of shareholders and the performance of MyHealthChecked.

MyHealthChecked has adopted and operates a share dealing code governing the share dealings of the directors and employees of the Company with a view to ensuring compliance with the AIM Rules and the Market Abuse Regulation.

The Board retains certain matters which are reserved for their decision and include determining the strategy for the Company; decisions regarding major capital expenditure acquisitions, disposals and financing; setting the annual budgets for the Company; and reviewing risks facing the Company and mitigation of those risks.

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

The Board recognises that meaningful engagement with all stakeholders is vital to the continued success of the Company. At the last AGM no significant votes were cast against any resolution and no further engagement regarding the AGM took place with shareholders following the meeting. The result of the meeting is announced via RNS and it is the intention of the Company to disclose all proxy votes cast via RNS and to make this available on the Company’s website in the future. The Annual Report of the Company since Admission is available on the Company’s website as are all circulars, shareholder communications and the Company’s admission document.

Page last updated: 17 May 2022