Principle 1: “Establish a strategy and business model which promotes long-term value for shareholders”.

MyHealthChecked has evolved its business model to be able to provide diagnostic products and services and digital advice based on test results to create an efficient customer experience for both B2B and B2C customers. The 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 any relevant industry requirements;
• expanding the Company’s target markets in line with business opportunities, whilst ensuring the regulatory approvals and processes are complied with;
• satisfying customer needs within the identified target market; and
• development of a suite of products aimed at helping people to take control of their personal wellness.

Principle 2: “Seek to understand and meet shareholder needs and expectations.”

The Board believes it is important to provide shareholders with clear and transparent information on the Group's activities, strategy and financial position.  Responsibility for investor relations rests with the Chairman whose contact details are provided on the website. His contact details and the contact details of the Company and the Company’s advisors are also contained on all announcements released via RNS should shareholders wish to communicate with the Board. The Chair and CEO have also engaged Walbrook PR to respond to shareholder queries. Please email [email protected] with any enquiries.

Copies 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 Annual General Meeting is the principal forum for dialogue with shareholders who are encouraged to attend.  They are also invited to join live investor presentations via the Investor Meet Company, a digital platform that provides free, direct access to each event. The Company also has a dedicated electronic communication line specifically for shareholders’ enquiries.

The Company’s broker arranges meetings with the Company’s institutional and other shareholders as appropriate during the year. The Board also ensures that the voting decisions of Shareholders are reviewed and monitored and that approvals sought at the Company’s AGM are generally within the recommended guidelines of the QCA Code.

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

The Board recognises its prime responsibility under UK corporate law is to promote the success of the Company for the benefit of its members as a whole. The Board also understands that it has a responsibility towards its employees, customers and suppliers and to take into account, where practicable, the social, environmental and economic impact of its activities on its stakeholders.

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.

Further details are also set out in the Statement of Directors’ Responsibilities under s172(1) Companies Act 2006 section of our latest Annual Report.

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

Responsibility for the management of risk in the business rests with the Board. The Company’s business is subject to a number of risks and uncertainties and the Board continually considers how to identify and mitigate the key business risks that could impact upon performance. Further information on the principal risks and uncertainties facing the Group and how they are being addressed is set in the latest Annual Report.

Principle 5: “Maintain the board as a well-functioning, balanced team led by the Chair.”

The members of the board have a collective responsibility and legal obligation to promote the interests of the Group and are collectively responsible for defining corporate governance arrangements. Ultimate responsibility for the quality of, and approach to, corporate governance lies with the chair of the board.

The QCA Code requires that boards of AIM companies have an appropriate balance between executive and non-executive directors, at least two of which should be independent. The Board currently comprises a Non-Executive Chairman, two executive Directors and three non-executive Directors.  

Details of the individual directors, and their biographies, are set out under “Board of Directors” on this website. There is a clear division of responsibilities between the chairman and the executive officers, and the Board considers the non-executive directors to be independent of management.  The composition of the Board also ensures that no single individual or group of individuals can dominate the decision-making process. Given the current stage of development of the Company’s operations, the Board considers 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 although Board appointments are made with the primary aim of ensuring that the candidate offers the required skills, knowledge and experience. 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 is made clear to them in advance of appointment.

The Board is kept abreast of developments of governance and AIM regulations by the Company’s NOMAD who provides AIM Rules training to new directors as well as providing updates and guidance regarding the AIM rules and other regulatory matters.  All Directors have access to the Company’s NOMAD, registrars, lawyers and auditors and, if required, are able to obtain advice from other external bodies when necessary.

The Board is responsible for the management of the business and setting the strategic direction and policies meeting regularly to attend to any issues which require the attention of the Board. The Board oversees the financial position of the Group, monitors the business and affairs on behalf of the Shareholders (to whom the Directors are accountable) as well as addressing issues relating to internal control and the Group’s approach to risk management.

The Board and each of the Board Committees are provided with timely and accurate information ahead of each Board meeting to enable Board and Committee members to have sufficient time to review and analyse the information provided. The Board has 11 scheduled meeting each year. 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 day-to-day management of the Group’s business is delegated to the two executive directors and the performance of Directors is reviewed informally by the Chairman on an ongoing basis with action taken to address any issues arising as appropriate.

Details of the board sub-committees are set out below.

Audit Committee

The Audit Committee comprises Neil Mesher as Chair and Adam Reynolds. They will meet not less than twice a year. The committee is responsible for making recommendations to the Board on the appointment of 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 updates and review reports from management and the auditors relating to the interim report, the annual report and accounts and the internal control systems of the Group.

The Nomination Committee

The Nomination Committee, which meets as and when required, is responsible for identifying and nominating members of the Board. Adam Reynolds is the Chairman of the Nomination Committee, which Penny McCormick and Amber Vodegel also sit on.

The Remuneration Committee

Adam Reynolds is the Chairman of the Remuneration Committee, which Lesley Innes and Lyn Rees also sit on.  The committee meets as and when required. The committee is 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 the Shareholders and the performance of MyHealthChecked PLC.

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.

Principle 7: “Evaluate board performance based on clear and relevant objectives, seeking continuous improvement.”

As noted above the performance of the Directors is reviewed informally by the Chair on an ongoing basis and action taken to address any issues arising as appropriate. The Directors have a detailed knowledge of the business and the requirements of Directors’ fiduciary duties.  Further training and development will be considered as appropriate as the business and Board evolves.  The Board is also mindful of the need to consider succession planning.

There is a strong flow of communication between the Directors with the agenda for board meetings containing standing Agenda items as well as additional items dealing with the strategic and operational needs of the business. Papers are circulated in advance to give Directors ample time to review the documentation and ensure an effective meeting.  Resulting actions are tracked for appropriate delivery and follow-up.

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

The Board believes that the promotion of a corporate culture based on sound ethical values and behaviours is essential to maximise Shareholder value. The Company has a zero-tolerance approach to bribery and corruption and has an anti-bribery and corruption policy in place to protect the Company, its employees and those third parties which the business engages with. The policy is provided to staff upon joining the business and there are strong financial controls across the business to ensure on-going monitoring and early detection.  A whistleblowing policy is also in place, which enables staff to raise any concerns in confidence.  The Company maintains and regularly reviews all the relevant policies which are referenced within the staff handbook and provide clear guidance on what is expected of every employee of the Company. 

The Company’s target market can be overwhelmed with the abundance of information provided regarding their health and wellness, and some 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, underpins the Company’s corporate culture and ensures the Directors take all ethical behaviours seriously.

The Board also takes its responsibilities with regard to health and safety and working practices seriously and ensures that employees are given appropriate training for the work that they have to undertake. The Health and Safety Policy, which adheres to all applicable laws, is reviewed and updated if appropriate, on a regular basis.

In addition, 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 Regulations.

Principle 9: “Maintain governance structures and processes that are fit for purpose and support good decision making by the board.”

The Board provides strategic leadership and is continuously reviewing and evolving its corporate governance framework. The purpose is to ensure the delivery of long-term Shareholder value, which involves setting the culture, values and practices that operate throughout the business, and defining the strategic goals that the Group implements in its business plans.

The Chairman has overall responsibility for corporate governance and in promoting high standards throughout the business. It is the role of the non-executive Directors to contribute independent thinking and judgement through the application of their external experience and knowledge, scrutinising the performance of management, providing constructive challenge to the Executive management and ensuring that the Group is operating within a governance and risk framework approved by the Board. The Board also reviews and challenges the financial information produced by the executive management at the scheduled board meetings. This ensures no one individual has unfettered powers of decision.

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.

The matters reserved for the board are: 

• Setting long-term objectives and commercial strategy;
• Approving annual budgets;
• Approving major contracts;
• Approving major expenditure;
• Approving the recruitment and remuneration of director and senior employees;
• Approving RNS and other shareholder communications
• Changing the share capital or corporate structure of the Group; 
• Approving resolutions to be put to general meetings of shareholders and the associated documents or circulars;

The Board has approved the adoption of the QCA Code as its governance framework against which this statement has been prepared and will monitor compliance against this Code on an annual basis and revise its governance framework as appropriate. Details of the Audit Committee, the Nomination Committee and the Remuneration Committee are detailed in relation to Principle 5 above.

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. The results of all General Meetings are announced via RNS and the Annual Reports of the Company since Admission are available on the Company’s website as are all circulars, shareholder communications and the Company’s admission document. Further information on investor relations activities is described above in relation to Principle 2.