The Board is highly engaged in the oversight and direction of the business. Five members served during the year to 31 December 2022, as set out in the table below. Details of the relevant skills, experience and expertise of each Board member are set out on page 17 of this report. Appointment Retirement Role Independent Committees Patrick Davies Appointment as director: 2018 Appointment as Chair: 2020 Non-executive chair Yes Member of Audit Committee and Remuneration Committee Trevor Scott 2002 Non-executive director Yes Chair of Audit Committee and member of Remuneration Committee Dianne Angus 2018 Non-executive director Yes Member of Audit Committee and Remuneration Committee Jenny Harry 2018 Non-executive director Yes Member of Audit Committee and Chair of Remuneration Committee Jon Pilcher 2021 Chief Executive Officer and Managing Director No1 1 Jon Pilcher is not considered independent due to his executive role. There is a majority of independent directors in accordance with Recommendation 2.4. The chair is independent and the chair and chief executive officer roles are separate (Recommendation 2.5). The directors believe that the structure and membership profile of the Board has provided and continues to provide the maximum value to the business at its stage of its development. In accordance with Recommendation 2.6, the Company has a program for inducting new directors and provides appropriate professional development opportunities for directors to develop and maintain the skills and knowledge needed to perform their role as directors effectively. PRINCIPLE 3. INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY In accordance with Recommendation 3.1, the Group has articulated its values, which are disclosed on the Company website – We are passionate about making a difference to the lives of patients and their families – We aim to earn the respect of everyone we deal with – We are determined and creative to break through barriers – We harness the power of collaboration and different perspectives – We recognise the importance of all stakeholders and endeavour to use financial resources efficiently The Board has established a Code of Conduct (Recommendation 3.2), which requires that Board members and executives: – will act honestly, in good faith and in the best interests of the whole Company – owe a fiduciary duty to the Company as a whole – have a duty to use due care and diligence in fulfilling the functions of office and exercising the powers attached to that office – will undertake diligent analysis of all proposals placed before the Board – will act with a level of skill expected from Directors and key executives of a publicly listed Company – will use the powers of office for a proper purpose, in the best interests of the Company as a whole – will demonstrate commercial reasonableness in decision-making – will not make improper use of information acquired as Directors and key executives – will not disclose non-public information except where disclosure is authorised or legally mandated CORPORATE GOVERNANCE CON T I NU E D Neuren Pharmaceuticals Limited Annual Repor t 2022 22
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